Common use of Future Guarantees Clause in Contracts

Future Guarantees. (a) Upon their initial issuance, the Notes will not be guaranteed by any of the Company’s Subsidiaries. If on or after the date of this Supplemental Indenture, a Subsidiary of the Company incurs, or becomes a guarantor or co-obligor of the Company’s obligations under, any Similar Capital Markets Debt Securities (as defined below), the Company shall cause such Subsidiary, within 30 days to (i) execute and deliver to the Trustee a supplemental indenture (or supplemental indentures) pursuant to which such Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if any, on the Notes and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms set forth in this Section 4.3 and (ii) deliver to the Trustee an Opinion of Counsel to the effect that (A) such supplemental indenture and guarantee of the Notes has been duly executed and authorized and (B) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with such terms as may be customary or reasonably appropriate to give effect to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as to the authorization of such supplemental indenture and may rely conclusively thereon (without any responsibility for the form or terms of such supplemental indenture).

Future Guarantees. If, after the Issue Date, (a) Upon their initial issuanceany Domestic Subsidiary of Holdings (other than the Company or any Subsidiary that is an Excluded Subsidiary) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2020 Credit Agreement, the 2025 Notes will not be guaranteed by or the 2026 Notes or guarantees any capital markets Indebtedness of the Company’s Subsidiaries. If on Holdings or after the date any Domestic Subsidiary with an aggregate principal amount in excess of this Supplemental Indenture, a Subsidiary of the Company incurs$400.0 million, or becomes (b) Holdings otherwise elects to have any Subsidiary become a guarantor or co-obligor of the Company’s obligations underGuarantor, any Similar Capital Markets Debt Securities (as defined below)then, the Company in each such case, Holdings shall cause such Subsidiary, within 30 days Subsidiary to (i) execute and deliver to the Trustee a supplemental indenture (or supplemental indentures) to this Indenture pursuant to which such Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations become a Guarantor under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if anythis Indenture and shall provide a Guarantee by such Subsidiary, on substantially the Notes same terms and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms conditions as those set forth in this Section 4.3 Indenture and (ii) deliver applicable to the Trustee an Opinion of Counsel other Guarantors, or if Holdings has elected to the effect that (A) such supplemental indenture and guarantee of the Notes has been duly executed and authorized and (B) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of have such Subsidiary of the Companyprovide such Guarantee, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with on such terms as may be customary or reasonably appropriate to give effect determined by Holdings, and execute and deliver to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as joinders to the authorization Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such supplemental indenture and may rely conclusively thereon Subsidiary; provided that, in the case of clause (without any responsibility for the form or terms of a), such supplemental indenture), joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the 2020 Credit Agreement, the 2026 Notes, the 2025 Notes or such other applicable indebtedness.

Future Guarantees. (a) Upon their initial issuanceIf, after the Notes will Issue Date, (i) any Wholly Owned Domestic Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary, other than any entity that is required to guarantee the Indebtedness under the Initial Term Loan Credit Agreement) that is not be guaranteed by then an Issuer or a Guarantor guarantees or incurs Indebtedness under either of the Senior Credit Agreements or guarantees Obligations of the Company, either Issuer or any of the Company’s Subsidiaries. If on Guarantors under any capital markets debt securities of any such Person with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or after the date of this Supplemental Indenture, a Subsidiary of (ii) the Company incursotherwise elects to have any Restricted Subsidiary become a Guarantor, or becomes a guarantor or co-obligor of the Company’s obligations underthen, any Similar Capital Markets Debt Securities (as defined below)in each such case, the Company shall cause such Subsidiary, within 30 days Restricted Subsidiary to (i) execute and deliver to the Trustee a supplemental indenture to this Indenture (or supplemental indenturesin substantially the form of Exhibit E hereto) pursuant to which such Restricted Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations become a Guarantor under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if any, this Indenture on the Notes same terms and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms conditions as those set forth in this Section 4.3 Indenture and (ii) applicable to the other Guarantors and execute and deliver to the Trustee an Opinion of Counsel joinders to the effect that (A) such supplemental indenture Security Documents or new Security Documents together with any other filings and guarantee agreements required by the Security Documents to create or perfect the security interests for the benefit of the holders of the Notes in the Collateral of such Restricted Subsidiary; provided that, in the case of clause (i), such supplemental indenture, joinders to the Security Documents or new Security Documents together with any other such filings and agreements shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the ABL Credit Agreement or the Initial Term Loan Credit Agreement or Certain Capital Markets Debt has been duly executed and authorized and guaranteed or incurred by such Restricted Subsidiary (B) such supplemental indenture and guarantee subject to any later deadline provided for in this Indenture or applicable Security Documents to create or perfect the security interests for the benefit of the holders of the Notes constitutes a valid, binding and enforceable obligation of such Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject in any property required to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with such terms as may be customary or reasonably appropriate to give effect to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as to the authorization of such supplemental indenture and may rely conclusively thereon (without any responsibility for the form or terms of such supplemental indenturebecome Collateral).

Future Guarantees. If, after the Issue Date, (a) Upon their initial issuance, the Notes will not be guaranteed by any of the Company’s Subsidiaries. If on or after the date of this Supplemental Indenture, a Domestic Subsidiary of Holdings (other than the Company incursor any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 Credit Agreement or the 2026 Notes or guarantees any other indebtedness under any Credit Facility of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, or becomes a guarantor or co-obligor of the Company’s obligations underthen, any Similar Capital Markets Debt Securities (as defined below)in each such case, the Company Holdings shall cause such Subsidiary, within 30 days Subsidiary to (i) execute and deliver to the Trustee a supplemental indenture (or supplemental indentures) to this Indenture pursuant to which such Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations become a Guarantor under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if anythis Indenture and shall provide a Guarantee by such Subsidiary, on substantially the Notes same terms and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms conditions as those set forth in this Section 4.3 Indenture and (ii) deliver applicable to the Trustee an Opinion of Counsel other Guarantors, or if Holdings has elected to the effect that (A) such supplemental indenture and guarantee of the Notes has been duly executed and authorized and (B) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of have such Subsidiary of the Companyprovide such Guarantee, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with on such terms as may be customary or reasonably appropriate to give effect determined by Holdings, and execute and deliver to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as joinders to the authorization Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such supplemental indenture and may rely conclusively thereon Subsidiary; provided that, in the case of clause (without any responsibility for the form or terms of a), such supplemental indenture), joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the 2018 Credit Agreement, the 2026 Notes or such other applicable indebtedness.

Future Guarantees. If, after the Issue Date, (a) Upon their initial issuanceany Domestic Subsidiary of Holdings (other than the Company or any Subsidiary that is an Excluded Subsidiary) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the Credit Agreement, the 2029 First Lien Notes, the 2026 Notes will not be guaranteed by or guarantees any capital markets Indebtedness of the Company’s Subsidiaries. If on Holdings or after the date any Domestic Subsidiary with an aggregate principal amount in excess of this Supplemental Indenture, a Subsidiary of the Company incurs$400.0 million, or becomes (b) Holdings otherwise elects to have any Subsidiary become a guarantor or co-obligor of the Company’s obligations underGuarantor, any Similar Capital Markets Debt Securities (as defined below)then, the Company in each such case, Holdings shall cause such Subsidiary, within 30 days Subsidiary to (i) execute and deliver to the Trustee a supplemental indenture (or supplemental indentures) to this Indenture pursuant to which such Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations become a Guarantor under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if anythis Indenture and shall provide a Guarantee by such Subsidiary, on substantially the Notes same terms and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms conditions as those set forth in this Section 4.3 Indenture and (ii) deliver applicable to the Trustee an Opinion of Counsel other Guarantors, or if Holdings has elected to the effect that (A) such supplemental indenture and guarantee of the Notes has been duly executed and authorized and (B) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of have such Subsidiary of the Companyprovide such Guarantee, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with on such terms as may be customary or reasonably appropriate to give effect determined by Holdings, and execute and deliver to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as joinders to the authorization Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such supplemental indenture and may rely conclusively thereon Subsidiary; provided that, in the case of clause (without any responsibility for the form or terms of a), such supplemental indenture), joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the Credit Agreement, the 2029 First Lien Notes, the 2026 Notes or such other applicable indebtedness.

Future Guarantees. If, after the Issue Date, (a) Upon their initial issuance, the Notes will not be guaranteed by any of the Company’s Subsidiaries. If on or after the date of this Supplemental Indenture, a Subsidiary of the Company incursIssuer (including any newly formed, newly acquired or becomes newly redesignated Restricted Subsidiary, but excluding any Securitization Entity and any Excluded Subsidiary) that is not then a guarantor Guarantor guarantees or co-obligor incurs any Indebtedness under the ABL Credit Agreement or guarantees any other capital markets debt Indebtedness of the Company’s obligations underIssuer or another Guarantor that is in excess of $250.0 million or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, any Similar Capital Markets Debt Securities (as defined below)then, in each such case, the Company Issuer shall cause such Subsidiary, within 30 days Restricted Subsidiary to (i) execute and deliver to the Trustee a supplemental indenture (or supplemental indentures) to this Indenture pursuant to which such Restricted Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations become a Guarantor under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if any, this Indenture providing for a Note Guarantee by such Restricted Subsidiary on the Notes same terms and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms conditions as those set forth in this Section 4.3 Indenture and applicable to the other Guarantors; provided that, in the case of clause (ii) deliver a), such supplemental indenture shall be executed and delivered to the Trustee an Opinion within 20 Business Days of Counsel the date that such Indebtedness under the ABL Credit Agreement has been guaranteed or incurred by such Restricted Subsidiary. Each Person that becomes a Guarantor after the Issue Date shall also become a party to the effect that applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust and other related real estate deliverables (A) such supplemental indenture and guarantee of in substantially the Notes has been duly same form as those executed and authorized and (B) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment delivered with the guarantee or other obligations giving rise respect to the obligation Collateral on the Issue Date or on the date first delivered in the case of Collateral delivered after the Issue Date (to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(aextent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) shall be prepared by the Company in such form and with such terms as may be customary necessary to vest in the Notes Collateral Agent a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guarantee and as may be necessary to have such property or reasonably appropriate to give effect assets added to the terms Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Section 4.3, and Indenture relating to the Trustee Collateral shall be entitled deemed to receive a Company Order, Officer’s Certificate relate to such properties and Opinion of Counsel as assets to the authorization same extent and with the same force and effect. Each Note Guarantee shall be released upon the terms and in accordance with the provisions of such supplemental indenture and may rely conclusively thereon (without any responsibility for the form or terms of such supplemental indenture)Article 10 hereof.

Future Guarantees. (a) Upon their initial issuanceIf, after the Issue Date, (a) any Wholly-Owned Domestic Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then a Co-Issuer or a Guarantor (x) guarantees or incurs any Indebtedness under the ABL Credit Agreement or (y) guarantees or incurs any capital markets Indebtedness of a Co-Issuer or any Guarantor with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (b) the Parent Guarantor otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Notes will not be guaranteed by any of the Company’s Subsidiaries. If on or after the date of this Supplemental Indenture, a Subsidiary of the Company incurs, or becomes a guarantor or co-obligor of the Company’s obligations under, any Similar Capital Markets Debt Securities (as defined below), the Company Parent Guarantor shall cause such Subsidiary, within 30 days Restricted Subsidiary to (i) execute and deliver to the Trustee a supplemental indenture (or supplemental indentures) to this Indenture pursuant to which such Restricted Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations become a Guarantor under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if any, this Indenture and shall provide a Note Guarantee by such Restricted Subsidiary on the Notes same terms and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms conditions as those set forth in this Section 4.3 Indenture and (ii) applicable to the other Guarantors and execute and deliver to the Trustee an Opinion of Counsel joinders to the effect that (A) such supplemental indenture Security Documents or new Security Documents together with any other filings and guarantee agreements required by the Security Documents to create or perfect the Liens for the benefit of the Holders of the Notes has been duly executed and authorized and (B) such supplemental indenture and guarantee of in the Notes constitutes a valid, binding and enforceable obligation Collateral of such Subsidiary Restricted Subsidiary; provided that, in the case of the Companyclause (a), except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with such terms as may be customary or reasonably appropriate to give effect to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as to the authorization of such supplemental indenture and may rely conclusively thereon (without any responsibility for the form or terms of such supplemental indenture), joinders to the Security Documents or new Security Documents together with any other such filings and agreements shall be executed and delivered to the Trustee within 20 Business Days after the date that such Indebtedness under the ABL Credit Agreement or the agreement governing such Certain Capital Markets Debt has been guaranteed or incurred by such Restricted Subsidiary.

Future Guarantees. (a) Upon their initial issuanceIf, after the Issue Date, (i) any Wholly-Owned Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then the Company or a Guarantor guarantees or incurs any other Indebtedness under either of the Senior Credit Agree- ments or guarantees or incurs any capital markets Indebtedness of Parent, the Notes will not be guaranteed by Company or any of the Company’s Subsidiaries. If on or after the date its Restricted Sub- sidiaries with an aggregate principal amount in excess of this Supplemental Indenture, a Subsidiary of the Company incurs, or becomes a guarantor or co-obligor of the Company’s obligations under, any Similar $400.0 million (“ Capital Markets Debt Securities ”) or (as defined below)ii) the Com- pany otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company shall cause such Subsidiary, within 30 days Restricted Subsidiary to (i) execute and deliver to the Trustee a supplemental indenture to this Inden- ture (or supplemental indenturesin substantially the form of Exhibit F hereto) pursuant to which such Restricted Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations become a Guarantor under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if any, this Indenture and shall provide a Note Guarantee by such Restricted Subsidiary on the Notes same terms and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms conditions as those set forth in this Section 4.3 Indenture and (ii) applicable to the other Guarantors and execute and deliver to the Trustee an Opinion of Counsel joinders to the effect that (A) such supplemental indenture Security Documents or new Security Documents together with any other filings and guarantee agreements required by the Security Documents to create or perfect the security interests for the benefit of the hold- ers of the Notes in the Collateral of such Restricted Subsidiary; provided that, in the case of clause (a), such supple- mental indenture, joinders to the Security Documents or new Security Documents together with any other such fil- ings and agreements shall be executed and delivered to the Trustee within 20 Business Days following the date that such Indebtedness under the applicable Senior Credit Agreement or such Capital Markets Debt has been duly executed and authorized and guaranteed or incurred by such Restricted Subsidiary. (Bb) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Subsidiary of the Company, except insofar as enforcement thereof may Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by bankruptcythat Restricted Subsidiary without rendering the Note Guarantee, insolvency as it relates to such Restricted Sub- sidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws and except insofar as enforcement thereof is subject to general principles affect- ing the rights of equitycreditors generally. Any such future guarantee of the Notes (c) Each Note Guarantee shall be equal or senior released upon the terms and in right of payment accordance with the guarantee or other obligations giving rise to the obligation to guarantee the Notesprovisions of Article 10. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with such terms as may be customary or reasonably appropriate to give effect to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as to the authorization of such supplemental indenture and may rely conclusively thereon (without any responsibility for the form or terms of such supplemental indenture).-83-

Future Guarantees. If, after the Issue Date, (a) Upon their initial issuanceany Domestic Subsidiary of Holdings (other than the Company or any Subsidiary that is an Excluded Subsidiary) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the Credit Agreement, the 2025 First Lien Notes, the 2025 Second Lien Notes will not be guaranteed by or the 2026 Notes or guarantees any capital markets Indebtedness of the Company’s Subsidiaries. If on Holdings or after the date any Domestic Subsidiary with an aggregate principal amount in excess of this Supplemental Indenture, a Subsidiary of the Company incurs$400.0 million, or becomes (b) Holdings otherwise elects to have any Subsidiary become a guarantor or co-obligor of the Company’s obligations underGuarantor, any Similar Capital Markets Debt Securities (as defined below)then, the Company in each such case, Holdings shall cause such Subsidiary, within 30 days Subsidiary to (i) execute and deliver to the Trustee a supplemental indenture (or supplemental indentures) to this Indenture pursuant to which such Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations become a Guarantor under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if anythis Indenture and shall provide a Guarantee by such Subsidiary, on substantially the Notes same terms and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms conditions as those set forth in this Section 4.3 Indenture and (ii) deliver applicable to the Trustee an Opinion of Counsel other Guarantors, or if Holdings has elected to the effect that (A) such supplemental indenture and guarantee of the Notes has been duly executed and authorized and (B) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of have such Subsidiary of the Companyprovide such Guarantee, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with on such terms as may be customary or reasonably appropriate to give effect determined by Holdings, and execute and deliver to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as joinders to the authorization Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such supplemental indenture and may rely conclusively thereon Subsidiary; provided that, in the case of clause (without any responsibility for the form or terms of a), such supplemental indenture), joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements shall be executed and delivered to the Trustee reasonably promptly following the date that such Subsidiary becomes a guarantor under the Credit Agreement, the 2026 Notes, the 2025 First Lien Notes, the 2025 Second Lien Notes or such other applicable indebtedness.

Future Guarantees. If, after the Issue Date, any wholly owned Restricted Subsidiary (a) Upon their initial issuancecreates, assumes or incurs any Specified Unsecured Debt or guarantees any Specified Unsecured Debt, in each case issued by the Notes will not be guaranteed by 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 Company’s Subsidiaries. If on or first guarantee required under clause (b) above after the date 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 Supplemental Indenture, Indenture substantially in the form of Exhibit B to provide a Note Guarantee by such Restricted Subsidiary of the Company incurs, or becomes a guarantor or co-obligor of the Company’s obligations under, any Similar Capital Markets Debt Securities (as defined below), the Company shall cause such Subsidiary, within 30 days to (i) execute and deliver to the Trustee a supplemental indenture (or supplemental indentures) pursuant to which such Subsidiary shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations under the Notes, including the prompt payment in full when due of the principal of, premium onpremium, if any, interest and, without duplication, defaulted interest, if any, on the Notes and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms set forth in this Section 4.3 and (ii) deliver to the Trustee an Opinion of Counsel to the effect unsecured unsubordinated basis, except that (A) no such supplemental indenture and guarantee of the Notes has been duly executed will be required (i) as a result of any indebtedness (including any guarantees) by a Person (x) existing at the time such Person is merged into, or consolidated with, any Restricted Subsidiary, (y) existing at the time 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 authorized and assets of such Person (Bor a division thereof) as an entirety or substantially as an entirety to any Restricted Subsidiary; provided that in each case any such supplemental indenture and 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 guarantee of the Notes constitutes (unless such consent, approval, license or authorization has been received). If the Issuer is required to cause a valid, binding and enforceable obligation Restricted Subsidiary to provide a Note Guarantee pursuant to the immediately preceding sentence as a result of such Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future 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 be equal or senior in right of payment with the guarantee or other obligations giving rise cause Blue Cube to the obligation to guarantee the Notes. Any execute and deliver a supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by Indenture substantially in the Company in such form and of Exhibit B to provide a Note Guarantee substantially concurrent with such terms as may be customary or reasonably appropriate to give effect to Restricted Subsidiary’s guarantee of the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as to the authorization of such supplemental indenture and may rely conclusively thereon (without any responsibility for the form or terms of such supplemental indenture)Blue Cube Notes.