Common use of Future Guarantees Clause in Contracts

Future Guarantees. If, after the Issue Date, (a) any 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 or the 2026 Notes or guarantees any capital markets Indebtedness of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $400.0 million, or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the 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 Subsidiary; provided that, in the case of clause (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. If, after the Issue Date, (a) any 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 First Lien Notes, the 2025 Second Lien Notes or the 2026 Notes or guarantees any capital markets Indebtedness of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $400.0 million, or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the 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 Subsidiary; provided that, in the case of clause (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 First Lien Notes, the 2025 Second Lien Notes or such other applicable indebtedness.

Future Guarantees. If, after the Issue Date, (a) any Domestic Subsidiary of Holdings the Issuer (other than the Company including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Subsidiary that is an Securitization Entity and any Excluded Subsidiary) that is not then a Guarantor guarantees or incurs any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to Indebtedness under the 2020 ABL Credit Agreement, the 2025 Notes or the 2026 Notes Agreement or guarantees any other capital markets debt Indebtedness of Holdings the Issuer or any Domestic Subsidiary with an aggregate principal amount another Guarantor that is in excess of $400.0 million, 250.0 million or (b) Holdings the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, Holdings the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture and shall provide providing for a Note Guarantee by such Subsidiary, Restricted Subsidiary on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the 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 Subsidiary; provided that, in the case of clause (a), such supplemental indenture, joinders to the Collateral Documents or new Collateral Documents together with any other such filings and agreements indenture shall be executed and delivered to the Trustee reasonably promptly following within 20 Business Days of the date that such Subsidiary Indebtedness under the ABL Credit Agreement has been guaranteed or incurred by such Restricted Subsidiary. Each Person that becomes a guarantor Guarantor after the Issue Date shall also become a party to the 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 (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) as may be 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 assets added to the Collateral as required under the 2020 Credit AgreementSecurity Documents and this Indenture, and thereupon all provisions of this Indenture relating to the 2026 Notes, Collateral shall be deemed to relate to such properties and assets to the 2025 Notes or such other applicable indebtednesssame extent and with the same force and effect. Each Note Guarantee shall be released upon the terms and in accordance with the provisions of Article 10 hereof.

Future Guarantees. If, after the Issue Date, (a) any 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 or 2029 First Lien Notes, the 2026 Notes or guarantees any capital markets Indebtedness of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $400.0 million, or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the 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 Subsidiary; provided that, in the case of clause (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 2029 First Lien Notes, the 2025 2026 Notes or such other applicable indebtedness.

Future Guarantees. If, after the Issue Date, any wholly owned Restricted Subsidiary (a) creates, assumes or incurs any 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 or the 2026 Notes Specified Unsecured Debt or guarantees any capital markets Indebtedness of Holdings Specified Unsecured Debt, in each case issued by the Issuer or any Domestic wholly owned Restricted Subsidiary with an aggregate principal amount in excess of $400.0 million, after the Issue Date or (b) Holdings otherwise elects to have guarantees the obligations of Blue Cube under the Blue Cube Notes, then in any Subsidiary become a Guarantor, then, in each such case, Holdings case the Issuer shall cause such Subsidiary 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 to the Trustee a supplemental indenture to this Indenture pursuant substantially in the form of Exhibit B to which such Subsidiary shall become a Guarantor under this Indenture and shall 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 such Person is merged into, or consolidated with, any Restricted Subsidiary, on (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 assets of such Person (or a division thereof) as an 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 same terms and conditions as those set forth in this Indenture and applicable 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 (unless such consent, approval, license or authorization has been received). If the Issuer is required to cause a Restricted Subsidiary to provide a Note Guarantee pursuant to the other Guarantorsimmediately preceding sentence as a result of such Restricted Subsidiary’s guarantee of the Blue Cube Notes and, or if Holdings has elected at the time such Note Guarantee is provided Blue Cube is not a Guarantor, the Issuer shall cause Blue Cube to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver a supplemental indenture to this Indenture substantially in the Trustee joinders form of Exhibit B to the Collateral Documents or new Collateral Documents together provide a Note Guarantee substantially concurrent with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit such Restricted Subsidiary’s guarantee of the Holders in the Collateral of such Subsidiary; provided that, in the case of clause (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 Blue Cube Notes, the 2025 Notes or such other applicable indebtedness.

Future Guarantees. If, after the Issue Date, (a) any Domestic Subsidiary of Holdings (other than the Company or 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 2020 2018 Credit Agreement, the 2025 Notes Agreement or the 2026 Notes or guarantees any capital markets Indebtedness other indebtedness under any Credit Facility of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $400.0 million, 100.0 million or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Subsidiary to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the 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 Subsidiary; provided that, in the case of clause (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 2018 Credit Agreement, the 2026 Notes, the 2025 Notes or such other applicable indebtedness.