Common use of Additional Guarantees Clause in Contracts

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If The Company will not permit any of its Wholly-Owned Domestic Subsidiaries that is a Restricted Subsidiary, or any non-Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary if such non-Wholly-Owned Domestic Subsidiary guarantees any other Capital Markets Indebtedness of the Company or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is Guarantor or becomes a Domestic Restricted Subsidiary that is not an obligor under any Credit Facility permitted under clause (1) of Section 4.09(b) (in each case, other than a Guarantor, then ) to (x) guarantee the payment of any other Capital Markets Indebtedness of the Company shall cause or any other Guarantor or Indebtedness under any Credit Facility permitted under clause (1) of Section 4.09(b) or (y) become an obligor under any Credit Facility permitted under clause (1) of Section 4.09(b), in each case, unless such Domestic Restricted Subsidiary within 45 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Subsidiary, except that is not a Guarantor towith respect to clause (x) above only: (1) execute and deliver if such Indebtedness is by its express terms subordinated in right of payment to the Trustee a supplemental indenture Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in form and substance reasonably satisfactory right of payment to such Guarantee substantially to the Trustee pursuant same extent as such Indebtedness is subordinated to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture;Notes; and (2) execute such Restricted Subsidiary waives and deliver to the Collateral Agent, amendments to the Collateral Agreements and will not in any manner whatsoever claim or take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit or advantage of, any right of reimbursement, indemnity or subrogation or any other right against the HoldersCompany or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a perfected Lien Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 45 day period described in clause (1) or (2) above and such Guarantee may be released at any time in the assetsCompany’s sole discretion, including the filing of UCC financing statements in unless such jurisdictions as may be Subsidiary is otherwise required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in applicable terms of this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note provide a Guarantee, and amendments to the Collateral Agreements and any other documents required to . Each Guarantee will also be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens released in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureaccordance with Section 10.06.

Additional Guarantees. If If, after the date of this Indenture, the Company or any Subsidiary of its Restricted Subsidiaries organizethe Company forms or acquires any Subsidiary (other than any Excluded Subsidiary), acquire or otherwise create or invest in another Person any Subsidiary of the Company that is or becomes a Domestic Restricted Subsidiary that is not a Guarantoran Excluded Entity ceases to be an Excluded Entity, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to, within 45 days (or such longer period as the Collateral Agent may agree in its sole discretion) after the date of such event: (1A) execute and deliver to the Trustee and the Collateral Agent a supplemental indenture in the form attached hereto as Exhibit C and substance reasonably satisfactory to a notation of such Guarantee in the Trustee form attached as Exhibit D hereto pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations Obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2B) execute and deliver all supplements or joinders, as applicable, to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary applicable Security Documents in order to grant xxxxx x Xxxx in the Collateral owned by such Subsidiary to the Collateral Agent, for same extent as that set forth in this Indenture and the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be Security Documents and take all actions required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take Security Documents to perfect such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoingLien; and (4C) deliver to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel Counsel, each certifying that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered described in clause (B) above have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, a valid and legally binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary, subject to customary exceptions. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturepurposes.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary within 20 Business Days executes and delivers a supplemental indenture to this Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is or becomes an Immaterial Domestic Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is was an Immaterial Domestic Restricted Subsidiary but has ceased to qualify as an Immaterial Domestic Restricted Subsidiary to execute and deliver a supplemental indenture to this Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 Business Days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary; provided further, however, that, if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If (a) Upon (i) the Company formation or acquisition of any new direct or indirect Subsidiary (other than an Excluded Subsidiary) of its Restricted Subsidiaries organizethe Company, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted (ii) any Excluded Subsidiary that is not a Guarantorceasing to constitute an Excluded Subsidiary, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor tocause: (1) such Subsidiary within sixty (60) days of such event to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D providing for a Guarantee by such Subsidiary and substance reasonably satisfactory joinders to the Trustee pursuant applicable Intercreditor Agreement and applicable Security Documents or new intercreditor agreements and Security Documents, together with any actions, filings and agreements to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under extent required by (and within the Notes and this Indenture on the terms time periods as set forth in this Indenture; (2in) execute and deliver the Security Documents to create or perfect the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, security interests for the benefit of the Holders, a perfected Lien Holders in the assetsCollateral of such Subsidiary, including except that with respect to a guarantee of Indebtedness of the filing Company or any Guarantor, if such Indebtedness is by its express terms subordinated in right of UCC financing statements payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such jurisdictions Guarantee substantially to the same extent as may be required by such Indebtedness is subordinated to the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoingNotes; and (42) deliver such Subsidiary to waive and not in any manner whatsoever claim or take the Trustee an Opinion benefit or advantage of, any rights of Counsel that such supplemental indenture and Note Guaranteereimbursement, and amendments to the Collateral Agreements and indemnity or subrogation or any other documents rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Guarantee. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be delivered have been duly authorizeda Guarantor to become a Guarantor, executed and delivered by in which case such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall not be required to comply with the 60 day period described in Section 4.15(a)(1). (c) The Company and the Guarantors shall cause any Parent Entity that both (x) is a direct or indirect Subsidiary of a Parent Guarantor (whether formed or otherwise purchased or acquired after the Effective Date including pursuant to an Acquisition and including any Delaware Divided LLC formed pursuant to a Delaware LLC Division or otherwise) and (y) guarantees or is a primary obligor with respect to any other Indebtedness for all purposes borrowed money as to which the Company or any Subsidiary is a guarantor or primary obligor (a “Specified Parent Entity”), in each case, to promptly (and in no event later than 60 calendar days (or such later date as the administrative agent under the Senior Credit Agreement may agree) after becoming a Specified Parent Entity) constitute a Parent Guarantor (and the requirements set forth in sub-clauses (1) and (2) of this Indenturethe foregoing clause (a), as applicable, shall be completed with respect thereto).

Additional Guarantees. If The Issuers will cause within ten Business Days any Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor Restricted Subsidiary if the Fair Market Value of such Non-Guarantor Restricted Subsidiary, together with the Fair Market Value of all other Non-Guarantor Restricted Subsidiaries, as of such date, does not exceed in the aggregate $30.0 million) to execute and deliver a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes and supplements to the applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted Subsidiary to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lien. In addition, to the extent the collective Fair Market Value of the Company’s Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Non-Guarantor Restricted Subsidiary, exceeds $30.0 million, the Company shall cause, within ten Business Days after such date, one or more of such Non-Guarantor Restricted Subsidiaries to similarly execute and deliver a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes and a supplement to the applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted Subsidiary to the extent required by the Security Documents such that the collective Fair Market Value of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $30.0 million and take all actions required by the Security Documents to perfect such Lien. In addition, the Company will not permit any Non-Guarantor Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic other Guarantor unless such Non-Guarantor Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Restricted Subsidiary and substance reasonably satisfactory a joinder agreement related to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on Security Documents, providing for a senior secured basis all pledge of the Company’s obligations under its assets as Collateral for the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be extent required by the Collateral Agreements, by law or as may be reasonably requested Security Documents and take all actions required by the Collateral Agent; (3) take Security Documents to perfect such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureLien.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary executes and delivers a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is or becomes an Immaterial Domestic Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is was an Immaterial Domestic Restricted Subsidiary but has ceased to qualify as an Immaterial Domestic Restricted Subsidiary to execute and deliver a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 business days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary; provided further, however, that, if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 business days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If the Company or (a) The Issuer will not permit any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then directly or indirectly, to guarantee, assume or in any other manner become liable for the Company payment of (i) any indebtedness under the Senior Revolving Credit Facilities Agreement or (ii) any Public Debt of the Issuer or any Guarantor (other than the Notes), in each case in excess of $120.0 million (or the equivalent in other currencies) in aggregate principal amount, unless: (A) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same terms as the guarantee of such indebtedness; and (B) with respect to any guarantee of subordinated indebtedness by such Subsidiary, any such guarantee shall be subordinated to such Subsidiary’s Guarantee with respect to the Notes at least to the same extent as such subordinated debt is subordinated to the Notes. (b) In addition, the Issuer shall cause such Domestic Restricted each Material Subsidiary that is not a Guarantor to: (1as determined based on the audited annual reports referred to below) and which has become a borrower under the Senior Revolving Credit Facilities Agreement or has guaranteed any indebtedness under the Senior Revolving Credit Facilities Agreement, to execute and deliver to the Trustee a supplemental indenture substantially in the form and substance reasonably satisfactory of Exhibit D hereto, within 30 days of delivery of the Issuer’s audited annual reports to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute , and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) will deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding a legally valid and enforceable obligations of such Domestic Restricted Subsidiary obligation (subject to customary qualifications and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiaryexceptions). Thereafter, such Domestic Restricted Material Subsidiary shall will be a Guarantor for all purposes of with respect to the Notes until such Material Subsidiary’s Guarantee with respect to the Notes is released in accordance with this Indenture. (c) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), Sections 4.07(a) and 4.07(b) will cease to be effective and will not be applicable to the Issuer and its Subsidiaries. Sections 4.07(a) and 4.07(b) and any related default provisions will again apply according to its terms from the first day on which a Suspension Event ceases to be in effect. Sections 4.07(a) and 4.07(b) will not, however, be of any effect with regard to actions of the Issuer properly taken during the continuance of the Suspension Event, and no action taken prior to the Reversion Date will constitute a Default or Event of Default. The Issuer or any of its Subsidiaries may honor without causing a Default or Event of Default, any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. (d) The obligations of each additional Guarantor under its Guarantee may be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor without resulting in its obligations under its Guarantee being voidable or unenforceable under applicable law (including those relating to fraudulent conveyance or transfer, corporate benefit or purpose, financial assistance, capital maintenance, voidable preference, thin capitalization or guidance and coordination or affecting the rights of creditors generally) or the maximum amount otherwise permitted by applicable law. (e) Notwithstanding the foregoing, the Issuer shall not be obligated to cause such Subsidiary to guarantee the Notes to the extent that the granting of such Guarantee could give rise to or result in: (1) any breach or violation of Applicable Law (including those relating to fraudulent conveyance or transfer, corporate benefit or purpose, financial assistance, capital maintenance, voidable preference, thin capitalization or guidance and coordination or affecting the rights of creditors generally); (2) any 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) significant costs, expenses, liability or obligations (including with respect to any Taxes) directly associated with the granting of such Guarantee (but excluding any reasonable guarantee or similar fee payable to the Issuer or a Guarantor) which are disproportionate to the benefit obtained by the holders of Notes from such Guarantee in the good faith judgment of a responsible officer of the Issuer; provided, however, that the Issuer will procure that the relevant Subsidiary becomes a Guarantor at such time as such restriction would no longer apply to the providing of the Guarantee or no longer would prohibit such Subsidiary from becoming a Guarantor (or prevent the Issuer from causing such Subsidiary to become a Guarantor).

Additional Guarantees. a) If a Domestic Subsidiary enters into a guarantee (such guarantee being referred to as the “Triggering Guarantee”) of Senior Indebtedness of the Company under the Credit Agreement or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorthe Company’s then primary credit facility with lenders, then the Company shall will, within 10 Business Days, cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) to execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally will guarantee payment of the Notes on a senior secured basis all the same terms and conditions as the original Guarantees from the initial Guarantors with such limitations as are set forth in the Triggering Guarantee; provided that each of the Company’s Domestic Subsidiaries that guarantees its obligations under the Notes and this Indenture on Credit Agreement at the terms set forth in this Indenture; (2) time of execution thereof shall execute and deliver to the Collateral AgentTrustee such a supplemental indenture substantially concurrently with the execution of the Credit Agreement. b) A Guarantor will be automatically released and relieved from all its obligations under its Guarantee in the following circumstances: (i) upon the sale or other disposition (including by way of consolidation or merger), amendments in one transaction or a series of related transactions, of at least a majority of the total voting power of the Capital Stock or other interests of such Guarantor (other than to the Collateral Agreements and take such other actions Company or any of its Domestic Subsidiaries), as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agentpermitted hereunder; (3ii) take such further action and execute and deliver such other documents specified in this Indenture upon the sale or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion disposition of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in all or substantially all the assets of such Guarantor (other than to the Company or any of its Domestic Restricted Subsidiary. ThereafterSubsidiaries), as permitted hereunder; (iii) if at any time such Domestic Restricted Subsidiary shall Guarantor no longer guarantees (or which guarantee is being simultaneously released or will be a Guarantor for all purposes immediately released after the release of this Indenturethe Guarantor) the Senior Indebtedness of the Company under the Credit Agreement or the Company’s then primary credit facility with lenders; or (iv) with respect to Wyndham Worldwide Corporation only, immediately prior to the Spin-Off.

Additional Guarantees. If (x) the Company Borrower acquires or creates any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that (including by merger) or designates any Unrestricted Subsidiary as a Restricted Subsidiary, and such Restricted Subsidiary is not a GuarantorForeign Subsidiary or a Receivables Subsidiary or (y) any Restricted Subsidiary guarantees or becomes an obligor under the Senior Secured Credit Agreement, then the Company Borrower shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: to (1i) execute and deliver to the Trustee a supplemental indenture Administrative Agent an amendment to this Agreement in form and substance reasonably satisfactory to the Trustee Administrative Agent pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s Borrower's obligations under the Notes Loans and this Indenture Agreement on the terms set forth in this Indenture; Agreement and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4ii) deliver to the Trustee Administrative Agent an Opinion opinion of Counsel counsel, subject to customary exceptions to the effect that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have amendment has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary; provided that no such action will be required by any new Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic (that is not a Wholly Owned Restricted Subsidiary) to the extent such new Restricted Subsidiary is a party to a preexisting agreement which prohibits such new Restricted Subsidiary from becoming a Subsidiary Guarantor hereunder; provided, further, such preexisting agreement was not entered into for the purpose of avoiding the requirements of this Section 6.09 and the restrictions contained therein are no more adverse to the Borrower and its Subsidiaries than to the other equity owners in such new Restricted Subsidiary. In addition, each new Restricted Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 3 as such new Restricted Subsidiary would have had to deliver if such new Restricted Subsidiary were a Credit Party on the Borrowing Date. Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this IndentureAgreement.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary within 20 Business Days executes and delivers a supplemental indenture to this Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary or becomes a Securitization Entity; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is has ceased to qualify as an Immaterial Domestic Restricted Subsidiary or a Securitization Entity to execute and deliver a supplemental indenture to this Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 Business Days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary or a Securitization Entity, as applicable; provided further, however, that, if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary within 20 Business Days executes and delivers a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is or becomes an Immaterial Domestic Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is was an Immaterial Domestic Restricted Subsidiary but has ceased to qualify as an Immaterial Domestic Restricted Subsidiary to execute and deliver a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 Business Days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary; provided further, however, that, if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If (a) Subject to the Company or Agreed Security Principles, the Issuer may, at its option, elect to cause any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to:to Guarantee the payment of the Notes by executing and delivering a Supplemental Indenture providing for the Note Guarantee of the payment of the Notes by such Restricted Subsidiary which Note Guarantee may be senior to or pari passu with such Restricted Subsidiary’s Guarantee of other permitted Indebtedness and with respect to any Guarantee of Indebtedness that is expressly contractually subordinated in right of payment to the Notes or to any Note Guarantee by such Restricted Subsidiary, any such Guarantee will be subordinated to such Restricted Subsidiary’s Note Guarantee at least to the same extent as such subordinated Indebtedness is subordinated to the Notes. (1b) execute and deliver Following the provision of any additional Note Guarantees as described in the immediately preceding paragraph, subject to the Trustee a supplemental indenture in form and substance reasonably satisfactory Agreed Security Principles, at the Issuer’s election, any such Guarantor may provide security over certain of its material assets to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee secure its Note Guarantee on a senior secured first-priority basis all of consistent with the Company’s obligations under Collateral. In connection with (a) and (b) above, the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) Issuer shall deliver to the Trustee an Opinion of Counsel that such supplemental indenture Supplemental Indenture and Note GuaranteeSecurity Documents, and amendments to the Collateral Agreements and any other documents required to be delivered if any, have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, a valid and binding and enforceable obligations obligation of such Domestic Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms, subject to customary exceptions, and if such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureowns Collateral, addressing customary creation and perfection matters.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, Agent amendments to the Intercreditor Agreement and the Collateral Agreements and take such other actions necessary or as the Collateral Agent deems reasonably necessary advisable in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assetsassets other than Excluded Collateral of such Domestic Restricted Subsidiary, including the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably be requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding anything to the contrary in the immediately preceding paragraph, any Domestic Restricted Subsidiary that is a Regulated Subsidiary shall not be required to take the actions required by this Section 4.13 until such time as it ceases to be a Regulated Subsidiary.

Additional Guarantees. If Prior to a Fall-Away Event, if any Domestic Restricted Subsidiary (other than any Securitization Subsidiary that has entered into or established a Permitted Securitization Program), whether existing on the date of this Indenture or hereafter acquired or formed by the Company, incurs any Indebtedness (other than intercompany Indebtedness and Intercompany Bonds between or among such Domestic Restricted Subsidiary and the Company or any of its Restricted Subsidiaries organizeSubsidiaries), acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorincluding without limitation, any Guaranteed Indebtedness contemplated by Section 5.17 hereof, then the Company shall cause any such Domestic Restricted Subsidiary that is not a Guarantor to: , within ten Business Days of the date on which any such Domestic Restricted Subsidiary became so obligated, (1a) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee guarantee, on a senior secured basis unsecured basis, all of the Company’s obligations under the Notes and this Indenture (including the payment of principal, premium, if any, and interest on the Notes) on the terms set forth in this Indenture; herein and therein and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4b) deliver to the Trustee an Opinion of Counsel that that, subject to customary assumptions and exclusions, such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Restricted Subsidiary. Any Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be that becomes a Guarantor for all purposes of shall remain a Guarantor unless (i) designated an Unrestricted Subsidiary by the Company in accordance with this Indenture; (ii) otherwise released from its obligations as a Guarantor pursuant to Section 10.05 hereof; or (iii) the circumstances giving rise to the obligation to provide a Subsidiary Guarantee under Section 5.17 or otherwise pursuant to this Section no longer exist.

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries organizeshall, acquire after the date hereof, transfer or otherwise create cause to be transferred, including by way of any Investment, in one or invest a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in another Person that is or becomes a Domestic good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary that is not a GuarantorSubsidiary Guarantor or a foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million, or (iii) any Restricted Subsidiary other than a foreign Subsidiary shall incur Acquired Debt in excess of $1.0 million, then the Company shall shall, at the time of such transfer, acquisition or incurrence, (A) cause such Domestic transferee, acquired Restricted Subsidiary that is or Restricted Subsidiary incurring Acquired Debt (if not then a Guarantor to: (1Subsidiary Guarantor) to execute and deliver to a Note Guarantee of the Trustee a supplemental indenture Obligations of the Company under the Notes in the form and substance reasonably satisfactory substantially similar to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes EXHIBIT D hereto and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4B) deliver to the Trustee an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, Guarantee is a valid, binding and enforceable obligations obligation of such Domestic transferee, acquired Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic or Restricted Subsidiary shall be incurring Acquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Guarantor for all purposes 52 69 Restricted Investment in any Wholly Owned Restricted Subsidiary of the Company without compliance with this IndentureSection 4.19, provided that such Restricted Investment is permitted by Section 4.7 hereof.

Additional Guarantees. If the Company (a) The Issuer will not cause or permit any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then directly or indirectly, to guarantee the Company shall cause payment of, assume or in any manner become liable with respect to any other Indebtedness of the Issuer or a Guarantor incurred under Credit Facilities in excess of the greater of $20.0 million and 0.8% of the Total Assets of the Issuer or that constitutes Public Debt unless such Domestic Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Senior Notes by such Restricted Subsidiary, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary's guarantee of such other Indebtedness. (b) Notwithstanding Section 4.14(a) hereof: (i) the Note Guarantee by such Restricted Subsidiary may be limited in amount to the extent such Note Guarantee may reasonably be expected to give rise to or result in (a) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws rules or regulations (or analogous restriction) of any applicable jurisdiction; (b) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (c) any material cost, expense, liability or obligation (including with respect to any Taxes but excluding any obligation under the Note Guarantee itself) that cannot a Guarantor to: (1) execute and deliver be avoided by reasonable measures available to the Trustee Issuer other than reasonable out of pocket expenses (but, in such a supplemental indenture in form case each of the Issuer and substance reasonably satisfactory the Restricted Subsidiaries will use their reasonable best efforts to overcome the Trustee pursuant to which such Domestic relevant legal limit and will procure that the relevant Restricted Subsidiary shall unconditionally guarantee on a senior secured basis undertakes all of whitewash or similar procedures which are legally available to eliminate the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenturerelevant limit); (2ii) execute for so long as it is not permissible under applicable law or regulation for a Restricted Subsidiary to become a Guarantor, such Restricted Subsidiary need not become a Guarantor (but, in such a case, each of the Issuer and deliver the Restricted Subsidiaries will use their reasonable best efforts to overcome the relevant legal prohibition precluding the giving of the guarantee and will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally available to eliminate the relevant legal prohibition, and shall give such guarantee at such time (and to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3extent) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoingthat it thereafter becomes permissible); and (4iii) deliver This Section 4.14 shall not be applicable to any guarantees by any Restricted Subsidiary: (A) that existed at the Trustee an Opinion of Counsel that time such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Person became a Restricted Subsidiary and constitute legalif the guarantee was not incurred in connection with, validor in contemplation of, binding and enforceable obligations of such Domestic Person becoming a Restricted Subsidiary (or any Permitted Refinancing thereof); or (B) given to a bank or trust company having, at the time such guarantee was given, combined capital and such other opinions regarding surplus and undivided profits of not less than $500.0 million and whose debt has a rating of at least "A" or the perfection equivalent thereof by S&P and at least "A2" or the equivalent thereof by Mxxxx'x in connection with the operation of such Liens in cash management programs established for the assets Issuer's benefit or that of such Domestic any Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries organizeshall, acquire after the date hereof, transfer or otherwise create cause to be transferred, including by way of any Investment, in one or invest a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in another Person that is or becomes a Domestic good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary that is not a GuarantorSubsidiary Guarantor or a foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million, or (iii) any Restricted Subsidiary other than a foreign Subsidiary shall incur Acquired Debt in excess of $1.0 million, then the Company shall shall, at the time of such transfer, acquisition or incurrence, (A) cause such Domestic transferee, acquired Restricted Subsidiary that is or Restricted Subsidiary incurring Acquired Debt (if not then a Guarantor to: (1Subsidiary Guarantor) to execute and deliver to a Note Guarantee of the Trustee a supplemental indenture Obligations of the Company under the Notes in the form and substance reasonably satisfactory substantially similar to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes EXHIBIT D hereto and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4B) deliver to the Trustee an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, Guarantee is a valid, binding and enforceable obligations obligation of such Domestic transferee, acquired Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic or Restricted Subsidiary shall be incurring Acquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Guarantor for all purposes 52 61 Restricted Investment in any Wholly Owned Restricted Subsidiary of the Company without compliance with this IndentureSection 4.19, provided that such Restricted Investment is permitted by Section 4.7 hereof.

Additional Guarantees. If The Company will not permit any of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees other capital markets debt securities of the Company or a Guarantor), other than the Subsidiary Guarantors, a Receivables Subsidiary or an Excluded Subsidiary, to guarantee the payment in excess of the greater of $25.0 million and 4.0% of the Consolidated Total Assets of (i) Indebtedness under any Credit Facility or (ii) capital markets Indebtedness of the Company or any of its Restricted Subsidiaries organizeGuarantor (the Indebtedness in clauses (i) and (ii), acquire or otherwise create or invest in another Person that is or becomes a Domestic collectively “Specified Indebtedness”), unless such Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute within 30 days executes and deliver to the Trustee delivers a supplemental indenture in to this Indenture, the form of which is attached as Exhibit D, providing for a Guarantee by such Restricted Subsidiary and substance reasonably satisfactory joinders to the Trustee pursuant Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of create or perfect the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, security interests for the benefit of the Holders, a perfected Lien Holders in the assetsCollateral of such Subsidiary, including except that with respect to a guarantee of Indebtedness of the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law Company or as may be reasonably requested by the Collateral Agent;any Guarantor if: (3a) take the Notes or such further action and execute and deliver Guarantor’s Guarantee are subordinated in right of payment to such other documents specified in this Indenture or otherwise reasonably requested by Indebtedness, the Trustee Guarantee under the supplemental indenture shall be subordinated to effectuate such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the foregoingsame extent as the Notes are subordinated to such Indebtedness; and (4b) deliver such Indebtedness is by its express terms subordinated in right of payment to the Trustee an Opinion of Counsel that Notes or such supplemental indenture and Note Guarantor’s Guarantee, and amendments any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the Collateral Agreements and same extent as such Indebtedness is subordinated to the Notes; provided that this Section 4.15 shall not be applicable to any other documents required to be delivered have been duly authorized, executed and delivered by guarantee of any Restricted Subsidiary that existed at the time such Domestic Person became a Restricted Subsidiary and constitute legalwas not incurred in connection with, validor in contemplation of, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Person becoming a Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If The Company will not permit any of its Wholly-Owned Domestic Subsidiaries that is a Restricted Subsidiary, or any non-Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary if such non-Wholly-Owned Domestic Subsidiary guarantees any other Capital Markets Indebtedness of the Company or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is Guarantor or becomes a Domestic Restricted Subsidiary that is not an obligor under any Credit Facility permitted under clause (1) of Section 4.09(b) (in each case, other than a Guarantor, then ) to (x) guarantee the payment of any other Capital Markets Indebtedness of the Company shall cause or any other Guarantor or Indebtedness under any Credit Facility permitted under clause (1) of Section 4.09(b) or (y) become an obligor under any Credit Facility permitted under clause (1) of Section 4.09(b), in each case, unless such Domestic Restricted Subsidiary within 45 days executes and delivers a supplemental indenture to this Indenture substantially in the form of supplemental indenture appearing as Exhibit D to this Indenture providing for a Guarantee by such Subsidiary, except that is not a Guarantor towith respect to clause (x) above only: (1) execute and deliver if such Indebtedness is by its express terms subordinated in right of payment to the Trustee a supplemental indenture Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in form and substance reasonably satisfactory right of payment to such Guarantee substantially to the Trustee pursuant same extent as such Indebtedness is subordinated to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture;Notes; and (2) execute such Restricted Subsidiary waives and deliver to the Collateral Agent, amendments to the Collateral Agreements and will not in any manner whatsoever claim or take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit or advantage of, any right of reimbursement, indemnity or subrogation or any other right against the HoldersCompany or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a perfected Lien Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the 45 day period described in clause (1) or (2) above and such Guarantee may be released at any time in the assetsCompany’s sole discretion, including the filing of UCC financing statements in unless such jurisdictions as may be Subsidiary is otherwise required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in applicable terms of this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note provide a Guarantee, and amendments to the Collateral Agreements and any other documents required to . Each Guarantee will also be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens released in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureaccordance with Section 10.06.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organize, acquire acquires or otherwise create or invest in creates another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorafter the Issue Date (other than an Unrestricted Subsidiary), then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, Agent such amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary or advisable in order to grant to the Collateral Agent, for the benefit of the HoldersHolders and the Lenders, a perfected Lien security interest in the assetsCapital Stock of such new Domestic Restricted Subsidiary and any debt securities of such new Domestic Restricted Subsidiary, subject to the Permitted Liens, which are owned by the Company or such new Domestic Restricted Subsidiary and required to be pledged pursuant to the Security Agreement, (b) deliver to the Collateral Agent any certificates representing such Capital Stock and debt securities, together with (i) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such Subsidiary, as the case may be; (3) take such actions necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of the Holders a perfected security interest in the assets of such new Domestic Restricted Subsidiary, subject to the Permitted Liens, including the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreements, Security Agreement or by law or as may be reasonably requested by the Collateral Agent; (34) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (45) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted SubsidiarySubsidiary as provided for in this Indenture. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If The Borrower will cause (a) any Wholly Owned Restricted Subsidiary of the Borrower (other than (i) a Foreign Subsidiary, (ii) a CFC, (iii) a CFC Holding Company or (iv) a Subsidiary of any Subsidiary described in clause (i), (ii) or (iii)) formed or acquired after the Closing Date (which, for the purposes of its Restricted Subsidiaries organizethis Section 5.15, acquire or otherwise create or invest in another Person shall include any existing Subsidiary that is or becomes a Domestic ceases to be an Unrestricted Subsidiary) and (b) any non-Wholly Owned Restricted Subsidiary of the Borrower that is guarantees any capital markets debt securities or term Indebtedness of any Loan Party, in each case, not a Guarantorlater than twenty Business Days after such formation or acquisition or issuance of guarantee, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: to (1i) execute and deliver (x) the Guaranty (or a supplement or joinder thereto in the form attached thereto or otherwise reasonable acceptable to the Trustee Administrative Agent) in favor of the Guaranteed Parties and the Security Agreement (or a supplemental indenture supplement or joinder thereto in the form and substance reasonably satisfactory attached thereto or otherwise reasonable acceptable to the Trustee pursuant Administrative Agent) and (y) each other applicable Security Document (or a supplement or joinder thereto in the form attached thereto or otherwise reasonably acceptable to which the Administrative Agent) in favor of the Collateral Agent and (ii) on and after the Funding Date, take all actions necessary or advisable in the opinion of the Administrative Agent to cause the Lien created by the applicable Security Document to be duly perfected to the extent required by such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis agreement in accordance with all applicable Law, including the delivery to the Collateral Agent of the certificates, if any, representing all of the Company’s obligations under the Notes and this Indenture on the terms set forth Equity Interests of such Subsidiary, together with undated stock powers duly executed in this Indenture; (2) execute and deliver to the Collateral Agentblank, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Administrative Agent or the Collateral Agent; ; provided that a Domestic Subsidiary (3other than a CFC Holding Company) take such further action and execute and deliver such other documents specified in is not required to comply with this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and Section 5.15 (4each, a “Non-Guarantor Restricted Subsidiary”) deliver to the Trustee an Opinion of Counsel extent that such supplemental indenture and Note GuaranteeNon-Guarantor Restricted Subsidiary’s Consolidated Total Assets, and amendments taken together with the Consolidated Total Assets of all other then-existing Non-Guarantor Restricted Subsidiaries that have not complied with the foregoing covenant pursuant to the Collateral Agreements this proviso (and any other documents required to be delivered have been duly authorizedDomestic Subsidiary (other than a CFC Holding Company) that is not a Guarantor), executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations at the time of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens formation or acquisition, does not exceed 5%, in the assets aggregate, of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes the Consolidated EBITDA or Consolidated Total Assets of this Indenturethe Borrower.

Additional Guarantees. If (a) The Company will cause each Restricted Subsidiary that Guarantees any Indebtedness of the Company or any of its Restricted Subsidiaries organize, acquire (other than any Foreign Subsidiary that solely Guarantees any Indebtedness of any other Foreign Subsidiary or otherwise create or invest in another Person that is or becomes a Domestic any Restricted Subsidiary that is Guarantees any Indebtedness of any Foreign Subsidiary incurred solely for working capital purposes and does not a Guarantor, then Guarantee any Indebtedness of the Company shall cause such or any Domestic Restricted Subsidiary that is not a Guarantor to: (1Subsidiary) to execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee Guarantee pursuant to which such Restricted Subsidiary 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 on a senior subordinated basis and all other obligations under this Indenture; provided, however, that any Foreign Subsidiary that Guarantees any Indebtedness of the Company or any Domestic Restricted Subsidiary shall will be required to unconditionally guarantee Guarantee the payment of the principal of, premium, if any, and interest on the Notes on a senior secured subordinated basis and all of the Company’s other obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver only to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit extent of the Holders, a perfected Lien in amount of the assets, including Indebtedness of the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law Company or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of so Guaranteed by such Domestic Foreign Subsidiary. (b) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary and without rendering the Guarantee, as it relates to such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Guarantee shall be a Guarantor for all purposes released in accordance with the provisions of this IndentureIndenture described under Article Eleven.

Additional Guarantees. If after the Issue Date the Company or any Restricted Subsidiary of its the Company acquires or creates another Restricted Subsidiaries organizeSubsidiary and such Restricted Subsidiary is a Domestic Subsidiary, acquire that newly acquired or otherwise create created Restricted Subsidiary must, unless prohibited by law from guaranteeing the Notes, become a Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 30 days of the date on which it was acquired or invest in another created. The Obligations under the Notes, the Note Guarantees and this Indenture and any Permitted Additional Pari Passu Obligations of any Person that is or becomes a Domestic Restricted Subsidiary that is not Guarantor after the Issue Date will be secured equally and ratably by a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture Second Priority Lien on the terms set forth in this Indenture; (2) execute and deliver Collateral granted to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, Holders of the Notes and the Holders of Permitted Additional Pari Passu Obligations. Such Guarantor shall enter into a perfected Lien joinder agreement to the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes and take all actions advisable in the assetsopinion of the Company, as set forth in an Officers’ Certificate accompanied by an Opinion of Counsel to the Company, to cause the Second Priority Liens created by the Security Documents to be duly perfected to the extent required by such agreements in accordance with all applicable law, including the filing of UCC financing statements in such the jurisdictions as may be required by of incorporation or formation of the Collateral Agreements, by law or as may be reasonably requested by Company and the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureGuarantors.

Additional Guarantees. If the Company The Issuer will not cause or permit any of its Restricted Subsidiaries organizethat are not Guarantors or the Issuer, acquire directly or otherwise create indirectly, to guarantee the payment of, assume or invest in another Person that is any manner become liable with respect to any other Indebtedness under Credit Facilities of the Issuer or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then the Company shall cause unless such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute simultaneously executes and deliver delivers to the Trustee a supplemental indenture in the form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in Exhibit E to this IndentureIndenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness and on the same terms as the other Guarantee of the Guarantors except that: (1) if such Indebtedness is by its terms expressly subordinated to the Notes or any Guarantee, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary’s Guarantee at least to the same extent as such Indebtedness is subordinated to the Notes or any Guarantee; (2) execute and deliver no Guarantee shall be required if such Guarantee could reasonably be expected to give rise to or result in (A) personal liability for the Officers, directors or shareholders of such Restricted Subsidiary, (B) any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Collateral AgentIssuer or such Restricted Subsidiary or (C) any significant cost, amendments expense, liability or obligation (including with respect of any Taxes but excluding any reasonable guarantee or similar fee payable to the Collateral Agreements Issuer or a Restricted Subsidiary) other than reasonable out of pocket expenses and take other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (B) of this Section 4.16(2) undertaken in connection with, such other actions as the Collateral Agent deems Guarantee, which cannot be avoided through measures reasonably necessary in order to grant available to the Collateral Agent, for Issuer or the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent;Restricted Subsidiary; and (3) take each such further action Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose and execute corporate benefit, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. Any such Restricted Subsidiary will provide security over all of its existing and deliver future assets (other than an asset of such other documents specified in this Indenture or otherwise reasonably requested by Restricted Subsidiary which is subject to a Permitted Lien at the Trustee to effectuate time of the foregoing; and (4) deliver to the Trustee an Opinion execution of Counsel that such supplemental indenture if providing such security interest would not be permitted by the terms of such Permitted Lien or by the terms of any Obligations secured by such Permitted Lien) to secure the Notes and Note the Guarantee, and amendments to the Collateral Agreements Issuer will cause all of the Capital Stock in such Restricted Subsidiary owned by the Issuer and any other documents required its Restricted Subsidiaries to be delivered have been duly authorized, executed pledged to secure the Notes and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureGuarantee.

Additional Guarantees. (i) If the Company Issuers or any of their respective Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) if Foamex or any of its Restricted Subsidiaries organize, shall acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not other than a GuarantorForeign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million, or (iii) if any Restricted Subsidiary other than a Foreign Subsidiary shall incur Acquired Debt in excess of $1.0 million, then the Company shall Issuers shall, at the time of such transfer, acquisition or incurrence, (i) cause such Domestic transferee, acquired Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic or Restricted Subsidiary shall unconditionally guarantee on incurring Acquired Debt (if not then a senior secured basis all Subsidiary Guarantor) to execute a Note Guarantee of the Company’s obligations Obligations of the Issuers under the Senior Subordinated Notes and this Indenture on in the terms form set forth in this Indenture; Indenture and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4ii) deliver to the Trustee an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, Guarantee is a valid, binding and enforceable obligations obligation of such Domestic transferee, acquired Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic or Restricted Subsidiary shall be incurring Acquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Issuers or any of their Restricted Subsidiaries may make a Guarantor for all purposes Restricted Investment in any Wholly Owned Restricted Subsidiary of the Issuers without compliance with this Indenturecovenant provided that such Restricted Investment is permitted by Section 4.07. ARTICLE 5 SUCCESSORS

Additional Guarantees. If the Company (1) any Obligor transfers or causes to be transferred, in one transaction or a series of related transactions, any Collateral to any Subsidiary that, following such transaction or series of its Restricted Subsidiaries organizerelated transactions, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then (2) if any Subsidiary that is a "significant subsidiary" (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Company shall cause Commission) is not at such Domestic Restricted time a Guarantor or (3) if any Subsidiary that is not at such time a Guarantor tois or becomes a guarantor of the Existing Subordinated Notes pursuant to the terms of the Existing Purchase Agreement, then such transferee, significant subsidiary or other Subsidiary or other Subsidiary shall: (1a) execute and deliver to the Trustee Noteholders an agreement to be bound as a supplemental indenture Guarantor pursuant to this Agreement in the form and substance reasonably satisfactory to the Trustee set forth in Exhibit B pursuant to which such Domestic Restricted Subsidiary shall agree to unconditionally guarantee on a senior subordinated secured basis all of the CompanyIssuer’s obligations under the Notes and this Indenture Agreement on the terms set forth in this IndentureAgreement; (2b) execute and deliver to the Collateral Agent, Noteholders such amendments to the Collateral Agreements and Security Documents as the Noteholders deem necessary or advisable in order to make such Subsidiary a party to such instruments as applicable; (c) take such other actions as the Collateral Agent deems reasonably necessary in order or advisable to grant to the Collateral Agent, Agent for the benefit of the Holders, Noteholders a perfected Lien in the assetssecurity interest, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral AgentSecurity Documents; (3d) take such further action and execute and deliver such other documents specified in this Indenture Agreement or otherwise reasonably requested by the Trustee Collateral Agent to effectuate the foregoing; and (4e) deliver to the Trustee Noteholders an Opinion opinion of Counsel counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements Guarantee and any other documents required to be delivered (i) have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary Subsidiary, (ii) comply with the applicable requirements of this Section 6.1.8 and (iii) constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens liens in the assets of such Domestic Restricted SubsidiaryCollateral as provided for in this Agreement. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureAgreement.

Additional Guarantees. (a) If the Company any Restricted Subsidiary of Inmarsat Holdings Limited that is a Material Subsidiary (or any a group of its Restricted Subsidiaries organizethat together would constitute a Material Subsidiary) guarantees (the “Triggering Guarantee”) any Indebtedness of Inmarsat Holdings Limited or a Finance Subsidiary after the Issue Date, acquire or otherwise create or invest in another Person that is or becomes a Domestic then concurrently therewith, the relevant Restricted Subsidiary that is not a Guarantor, then will jointly and severally guarantee the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver Notes pursuant to the Trustee a supplemental indenture in the form set forth in Exhibit G; provided that (i) a Restricted Subsidiary’s Guarantee of the Notes may be limited to the extent required by law (but, in such a case, each of Inmarsat Holdings Limited and substance its Restricted Subsidiaries will use their best efforts to overcome the relevant legal limit precluding the giving of a joint and several Guarantee and, in the case of a financial assistance or similar prohibition, will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally permitted) and (ii) for so long as it is not permissible under applicable law for a Restricted Subsidiary to become a Guarantor, such Restricted Subsidiary need not become a Guarantor (but, in such a case, each of Inmarsat Holdings Limited and its Restricted Subsidiaries will use their best efforts to overcome the relevant legal prohibition precluding the giving of the Guarantee and, in the case of a financial assistance or similar prohibition, will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally permitted). (b) At the time of execution of the supplemental indenture or other documentation reasonably satisfactory to the Trustee, Inmarsat Holdings Limited shall deliver an Opinion of Counsel addressed to and reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel effect that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Domestic the relevant Restricted Subsidiary and constitute legalconstitutes a valid and binding agreement of that Restricted Subsidiary, validenforceable in accordance with its terms (subject to customary exceptions). (c) If: (1) the Indebtedness of Inmarsat Holdings Limited giving rise to the need to guarantee the Notes ranks pari passu in right of payment to Inmarsat Holdings Limited’s Guarantee of the Notes or the Indebtedness giving rise to the need to guarantee the Notes is incurred by a Finance Subsidiary, binding any Triggering Guarantee shall rank pari passu in right of payment to the relevant Guarantee of the Notes; or (2) the Indebtedness of Inmarsat Holdings Limited giving rise to the need to guarantee the Notes is contractually subordinated in right of payment to Inmarsat Holdings Limited’s Guarantee of the Notes, any Triggering Guarantee shall be contractually subordinated in right of payment to the relevant Guarantee of the Notes substantially to the same extent as such Indebtedness is subordinated in right of payment to Inmarsat Holdings Limited’s Guarantee. Until all amounts which may be or become payable by the Issuer and enforceable obligations the Guarantors under the Notes have been irrevocably paid in full in cash, to the extent lawful each such subordinated Triggering Guarantee shall provide that the Guarantor waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of such Domestic reimbursement, indemnity or subrogation or any other rights against the Issuer, Inmarsat Holdings Limited or any Restricted Subsidiary and of Inmarsat Holdings Limited as a result of any payment by such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureunder its Triggering Guarantee.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic (a) [Intentionally Omitted]. (b) The Issuer shall cause each Restricted Subsidiary that is not becomes a Guarantorborrower under or that Guarantees, then on the Company shall cause such Domestic Restricted Issue Date or at any time thereafter, Indebtedness under the Credit Agreement or that Guarantees any other Indebtedness of the Issuer or any Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in to this Indenture, the form and substance reasonably satisfactory to the Trustee of which is attached as Exhibit C hereto, pursuant to which such Domestic Restricted Subsidiary shall will unconditionally guarantee Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) on the Notes on a senior secured basis and all of the Company’s other obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (42) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments Officers’ Certificate to the Collateral Agreements and any other documents required to be delivered have effect that: (A) such Guarantee has been duly authorized, executed and delivered by authorized; and (B) such Domestic Restricted Subsidiary and constitute legal, Guarantee constitutes a valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary Subsidiary, except insofar as enforcement thereof may be 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. (c) Each Person that becomes a Guarantor on or after the Issue Date shall also become a party to any applicable Registration Rights Agreement, the applicable Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such other security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral) and certificates and opinions regarding of counsel (to the perfection of such Liens extent, and substantially in the form delivered, with respect to the Current Premises (but no greater scope)) as may be necessary to vest in the Collateral Agent a perfected second-priority security interest (subject to Permitted Liens), in properties and assets that constitute Collateral as security for the Notes or the Note Guarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such second-priority security interest in any such property or asset requires the consent of a Guarantor for all purposes of this Indenturethird party, the Issuer will use commercially reasonable efforts to obtain such consent.

Additional Guarantees. If any Domestic Restricted Subsidiary (other than any Securitization Subsidiary that has entered into or established a Permitted Securitization Program), whether existing on the date of this Indenture or hereafter acquired or formed by the Company, incurs any Indebtedness (other than intercompany Indebtedness and Intercompany Bonds between or among such Domestic Restricted Subsidiary and the Company or any of its Restricted Subsidiaries organizeSubsidiaries), acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorincluding without limitation, any Guaranteed Indebtedness contemplated by Section 4.17 hereof, then the Company shall cause any such Domestic Restricted Subsidiary that is not a Guarantor to: , within ten Business Days of the date on which any such Domestic Restricted Subsidiary became so obligated, (1a) execute and deliver to the Trustee a supplemental indenture in form and substance substantially in the form of Exhibit E attached hereto and reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis guarantee, all of the Company’s obligations under the Notes and this Indenture (including the payment of principal, premium, if any, and interest on the Notes) on the terms set forth in this Indenture; herein and therein and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4b) deliver to the Trustee an Opinion of Counsel that that, subject to customary assumptions and exclusions, such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Restricted Subsidiary. Any Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be that becomes a Guarantor for all purposes of shall remain a Guarantor unless (i) designated an Unrestricted Subsidiary by the Company in accordance with this Indenture; (ii) otherwise released from its obligations as a Guarantor pursuant to Section 10.05 hereof; or (iii) the circumstances giving rise to the obligation to provide a Subsidiary Guarantee under Section 4.17 or otherwise pursuant to this Section no longer exist.

Additional Guarantees. If (x) the Company Borrower acquires or creates any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that (including by merger) or designates any Unrestricted Subsidiary as a Restricted Subsidiary, and such Restricted Subsidiary is not a GuarantorForeign Subsidiary or a Receivables Subsidiary or (y) any Restricted Subsidiary guarantees or becomes an obligor under the Senior Secured Credit Agreement, then the Company Borrower shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: to (1i) execute and deliver to the Trustee a supplemental indenture Administrative Agent an amendment to this Agree- ment in form and substance reasonably satisfactory to the Trustee Administrative Agent pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s Borrower's obligations under the Notes Loans and this Indenture Agreement on the terms set forth in this Indenture; Agreement and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4ii) deliver to the Trustee Administrative Agent an Opinion opinion of Counsel counsel, subject to customary exceptions to the effect that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have amendment has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary; provided that no such action will be required by any new Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic (that is not a Wholly Owned Restricted Subsidiary) to the extent such new Restricted Subsidiary is a party to a preexisting agreement which prohibits such new Restricted Subsidiary from becoming a Subsidiary Guarantor hereunder; provided, further, such preexisting agreement was not entered into for the purpose of avoiding the requirements of this Section 6.09 and the restrictions contained therein are no more adverse to the Borrower and its Subsidiaries than to the other equity owners in such new Restricted Subsidiary. In addition, each new Restricted Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 3 as such new Restricted Subsidiary would have had to deliver if such new Restricted Subsidiary were a Credit Party on the Borrowing Date. Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this IndentureAgreement.

Additional Guarantees. If The Company shall cause, within 20 business days after the Issue Date, each of the Cobham Subsidiaries to execute and deliver a supplemental indenture to this Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Cobham Subsidiary. The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary, within 20 Business Days of creation or acquisition, executes and delivers a supplemental indenture to this Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or becomes a domestic subsidiary of a Foreign Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is has ceased to qualify as an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or a domestic subsidiary of a Foreign Restricted Subsidiary to execute and deliver a supplemental indenture to this Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 Business Days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or a domestic subsidiary of a Foreign Restricted Subsidiary, as applicable; provided further, however, that, if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If The Issuers will cause within twenty Business Days any Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor Restricted Subsidiary if the Fair Market Value of such Non-Guarantor Restricted Subsidiary, together with the Fair Market Value of all other Non-Guarantor Restricted Subsidiaries, as of such date, does not exceed in the aggregate $30.0 million) to execute and deliver a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes and supplements to the applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted Subsidiary to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lien. In addition, to the extent the collective Fair Market Value of the Company’s Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Non-Guarantor Restricted Subsidiary, exceeds $30.0 million, the Company shall cause, within twenty Business Days after such date, one or more of such Non-Guarantor Restricted Subsidiaries to similarly execute and deliver a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes and a supplement to the applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted Subsidiary to the extent required by the Security Documents such that the collective Fair Market Value of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $30.0 million and take all actions required by the Security Documents to perfect such Lien. In addition, the Company will not permit any Non-Guarantor Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic other Guarantor unless such Non-Guarantor Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Restricted Subsidiary and substance reasonably satisfactory a joinder agreement related to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on Security Documents, providing for a senior secured basis all pledge of the Company’s obligations under its assets as Collateral for the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be extent required by the Collateral Agreements, by law or as may be reasonably requested Security Documents and take all actions required by the Collateral Agent; (3) take Security Documents to perfect such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureLien.

Additional Guarantees. If (a) The Company will not permit any of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees any Indebtedness referred to in (i) or (ii) below of the Company or any of its Restricted Subsidiaries organizeGuarantor), acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not other than a Guarantor, then a Receivables Subsidiary or an Excluded Subsidiary, to guarantee the payment of (i) any Credit Facility permitted under Section 4.09(b)(1) or (ii) capital markets debt securities of the Company shall cause such Domestic Restricted Subsidiary that is not a or any other Guarantor toin an aggregate principal amount in excess of $200,000,000 unless: (1) execute such Restricted Subsidiary within 60 days executes and deliver to the Trustee delivers a supplemental indenture substantially in the form and substance reasonably satisfactory of Exhibit D to this Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Trustee pursuant to which Notes or such Domestic Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall unconditionally guarantee on a senior secured basis all be subordinated in right of payment to such Guarantee substantially to the Company’s obligations under same extent as such Indebtedness is subordinated to the Notes and this Indenture on the terms set forth in this Indenture;Notes; and (2) execute such Restricted Subsidiary waives and deliver to the Collateral Agent, amendments to the Collateral Agreements and will not in any manner whatsoever claim or take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the HoldersCompany or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent;Restricted Subsidiary. (3b) take such further action and execute and deliver such other documents specified The Company may elect, in this Indenture or its sole discretion, to cause any Subsidiary that is not otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorizeda Guarantor to become a Guarantor, executed and delivered by in which case such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall not be a Guarantor for all purposes of this Indenturerequired to comply with the 60 day period described in Section 4.15(a)(1).

Additional Guarantees. If the Company or (a) The Issuer will not permit any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then directly or indirectly, to guarantee, assume or in any other manner become liable for the Company payment of (i) any indebtedness under the Revolving Credit Facilities Agreement or (ii) any Public Debt of the Issuer or any Guarantor (other than the Notes), in each case in excess of $120,000,000 (or equivalent) in aggregate principal amount, unless: (A) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same terms as the guarantee of such indebtedness; and (B) with respect to any guarantee of subordinated indebtedness by such Subsidiary, any such guarantee shall be subordinated to such Subsidiary’s Guarantee with respect to the Notes at least to the same extent as such subordinated debt is subordinated to the Notes. (b) In addition, after the consummation of the Mergers, the Issuer shall cause such Domestic Restricted each Material Subsidiary that is not a Guarantor to: (1as determined based on the audited annual reports referred to below) and which has become a borrower under the Revolving Credit Facilities Agreement or has guaranteed any indebtedness under the Revolving Credit Facilities Agreement, to execute and deliver to the Trustee a supplemental indenture in form or joinder, as applicable, providing for such Material Subsidiary’s Guarantee on the same terms and substance reasonably satisfactory conditions as those applicable to the Guarantors under this Indenture, within thirty (30) days of delivery of the Issuer’s audited annual reports to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute , and will deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee trustee an Opinion of Counsel that such supplemental indenture and Note Guaranteeor joinder, and amendments to the Collateral Agreements and any other documents required to be delivered have as applicable, has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding a legally valid and enforceable obligations of such Domestic Restricted Subsidiary obligation (subject to customary qualifications and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiaryexceptions). Thereafter, such Domestic Restricted Material Subsidiary shall will be a Guarantor for all purposes of with respect to the Notes until such Material Subsidiary’s Guarantee with respect to the Notes is released in accordance with this Indenture. (c) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), Sections 4.12(a) and 4.12(b) will cease to be effective and will not be applicable to the Issuer and its Subsidiaries. Sections 4.12(a) and 4.12(b) and any related default provisions will again apply according to its terms from the first day on which a Suspension Event ceases to be in effect. Sections 4.12(a) and 4.12(b) will not, however, be of any effect with regard to actions of the Issuer properly taken during the continuance of the Suspension Event, and no action taken prior to the Reversion Date will constitute a Default or Event of Default. In addition, without causing a Default or Event of Default, the Issuer or any of its Subsidiaries may honor any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. (d) Notwithstanding the foregoing, the Issuer shall not be obligated to cause such Subsidiary to guarantee the Notes to the extent that the granting of such Guarantee could give rise to or result in: (1) any breach or violation of Applicable Law (including those relating to fraudulent conveyance or transfer, corporate benefit or purpose, financial assistance, capital maintenance, voidable preference, thin capitalization or guidance and coordination or affecting the rights of creditors generally); (2) any 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) significant costs, expenses, liability or obligations (including with respect to any Taxes) directly associated with the granting of such Guarantee (but excluding any reasonable guarantee or similar fee payable to the Issuer or a Guarantor) which are disproportionate to the benefit obtained by the Holders of the Notes from such Guarantee in the good faith judgment of a responsible officer of the Issuer; provided, however, that the Issuer will procure that the relevant Subsidiary becomes a Guarantor at such time as such restriction would no longer apply to the providing of the Guarantee or no longer would prohibit such Subsidiary from becoming a Guarantor (or prevent the Issuer from causing such Subsidiary to become a Guarantor).

Additional Guarantees. The Company shall cause each of its Domestic Restricted Subsidiaries that is not a Guarantor as of the Effective Date other than Special Purpose Subsidiaries to become a Guarantor hereunder and to agree to be bound by the terms hereof as a Guarantor within 45 days of the date hereof. If the Company or any of its Restricted Subsidiaries organizetransfers or causes to be transferred, acquire in one transaction or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorseries of related transactions, then the Company shall cause such any property to any Domestic Restricted Subsidiary that is not a Guarantor to(other than a Special Purpose Subsidiary), or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another such Domestic Restricted Subsidiary, then such transferee or acquired or other Domestic Restricted Subsidiary (other than a Special Purpose Subsidiary) shall: (1a) execute and deliver to the Trustee Agent a supplemental indenture in form and substance reasonably satisfactory to the Trustee Guarantee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture Agreement on the terms set forth in the Guarantee and this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoingAgreement; and (4b) deliver to the Trustee Agent an Opinion opinion of Counsel counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have Guarantee has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureAgreement.

Additional Guarantees. If the Company or (a) The Issuer will not permit any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then directly or indirectly, to guarantee, assume or in any other manner become liable for the Company payment of (i) any indebtedness under the Senior Revolving Credit Facilities Agreement or (ii) any Public Debt of the Issuer or any Guarantor (other than the Notes), in each case in excess of $120.0 million (or the equivalent in other currencies) in aggregate principal amount, unless: (A) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same terms as the guarantee of such indebtedness; and (B) with respect to any guarantee of subordinated indebtedness by such Subsidiary, any such guarantee shall be subordinated to such Subsidiary's Guarantee with respect to the Notes at least to the same extent as such subordinated debt is subordinated to the Notes. (b) In addition, the Issuer shall cause such Domestic Restricted each Material Subsidiary that is not a Guarantor to: (1as determined based on the audited annual reports referred to below) and which has become a borrower under the Senior Revolving Credit Facilities Agreement or has guaranteed any indebtedness under the Senior Revolving Credit Facilities Agreement, to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto providing for such Material Subsidiary's Guarantee on the same terms and substance reasonably satisfactory conditions as those applicable to the Guarantors under the Indenture, within 30 days of delivery of the Issuer's audited annual reports to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute , and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) will deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding a legally valid and enforceable obligations of such Domestic Restricted Subsidiary obligation (subject to customary qualifications and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiaryexceptions). Thereafter, such Domestic Restricted Material Subsidiary shall will be a Guarantor for all purposes of with respect to the Notes until such Material Subsidiary's Guarantee with respect to the Notes is released in accordance with this Indenture. (c) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a "Suspension Event"), then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the "Reversion Date"), Sections 4.07(a) and 4.07(b) will cease to be effective and will not be applicable to the Issuer and its Subsidiaries. Sections 4.07(a) and 4.07(b) and any related default provisions will again apply according to its terms from the first day on which a Suspension Event ceases to be in effect. Sections 4.07(a) and 4.07(b) will not, however, be of any effect with regard to actions of the Issuer properly taken during the continuance of the Suspension Event, and no action taken prior to the Reversion Date will constitute a Default or Event of Default. The Issuer or any of its Subsidiaries may honor without causing a Default or Event of Default, any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. (d) The obligations of each additional Guarantor under its Guarantee may be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor without resulting in its obligations under its Guarantee being voidable or unenforceable under applicable law (including those relating to fraudulent conveyance or transfer, corporate benefit or purpose, financial assistance, capital maintenance, voidable preference, thin capitalization or guidance and coordination or affecting the rights of creditors generally) or the maximum amount otherwise permitted by applicable law. (e) Notwithstanding the foregoing, the Issuer shall not be obligated to cause such Subsidiary to guarantee the Notes to the extent that the granting of such Guarantee could give rise to or result in: (1) any breach or violation of Applicable Law (including those relating to fraudulent conveyance or transfer, corporate benefit or purpose, financial assistance, capital maintenance, voidable preference, thin capitalization or guidance and coordination or affecting the rights of creditors generally); (2) any 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) significant costs, expenses, liability or obligations (including with respect to any Taxes) directly associated with the granting of such Guarantee (but excluding any reasonable guarantee or similar fee payable to the Issuer or a Guarantor) which are disproportionate to the benefit obtained by the Holders of Notes from such Guarantee in the good faith judgment of a responsible officer of the Issuer; provided, however, that the Issuer will procure that the relevant Subsidiary becomes a Guarantor at such time as such restriction would no longer apply to the providing of the Guarantee or no longer would prohibit such Subsidiary from becoming a Guarantor (or prevent the Issuer from causing such Subsidiary to become a Guarantor).

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organize, acquire acquires or otherwise create or invest in creates another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorafter the Issue Date (other than an Unrestricted Subsidiary), then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1a) execute and deliver to the Trustee and Collateral Agent a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee of Exhibit F pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture in form and substance reasonably satisfactory to the Trustee on the terms set forth in this Indenture; (2b) execute and deliver to the Trustee and the Collateral Agent, Agent amendments to the Collateral Agreements or additional Collateral Agreements and take such other actions as the Collateral Agent deems reasonably may be necessary in order to grant to the Collateral Agent, for the benefit of itself, the Trustee and the Holders, a perfected Lien in any assets owned by such Domestic Restricted Subsidiary that secures First Priority Secured Obligations (or, following the assetsSenior Credit Facility Termination Date, any assets owned by such Domestic Restricted Subsidiary that is required to be pledged to the Collateral Agent pursuant to this Indenture or any Collateral Agreement), including the filing of UCC financing statements in such jurisdictions or such other actions as may be required by the Collateral Agreements; (c) take such actions necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of itself, the Trustee and the Holders a perfected Lien in any assets owned by such Domestic Restricted Subsidiary that secures First Priority Secured Obligations (or, following the Senior Credit Facility Termination Date, any assets owned by such Domestic Restricted Subsidiary that is required to be pledged to the Collateral Agent pursuant to this Indenture or any Collateral Agreement), subject to the Permitted Liens, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, Security Agreements or by law or as may be reasonably requested by the Collateral Agent;; and (3d) take such further action and execute and deliver such other documents specified in this Indenture necessary or otherwise as reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If The Company shall not permit any Restricted Subsidiary to Incur any Indebtedness unless, at the time of such Incurrence such Restricted Subsidiary has Guaranteed all the obligations of the Company with respect to the Debt Securities pursuant to the terms of the Indenture, such Guarantee to be in the form provided for in Exhibit B to this Indenture. The foregoing shall not apply to (1) any Indebtedness Incurred by a Restricted Subsidiary to finance its working capital requirements; provided, however, that the aggregate amount of such Indebtedness Incurred by all Restricted Subsidiaries and outstanding at any time shall not exceed $25,000,000; (2) any Indebtedness secured by (a) Permitted Liens or (b) Liens to which the exception in section 4.08 is applicable; provided, however, that the aggregate amount of all such Indebtedness and all Indebtedness of the Company secured by such Liens (other than Permitted Liens), plus all Attributable Indebtedness of the Company and the Restricted Subsidiaries with respect to Sale/Leaseback Transactions permitted under Section 4.09, does not exceed 10% of Consolidated Net Worth; (3) any Attributable Indebtedness (a) with respect to a Sale/Leaseback Transaction which is permitted under Section 4.09 or (b) to which the provisions under Section 4.09 are not applicable; and (4) any Indebtedness owed to and held by the Company or another Restricted Subsidiary; provided, however, that any subsequent transfer of its any such Indebtedness or any subsequent transfer of any Capital Stock of such Restricted Subsidiaries organizeSubsidiary, acquire or otherwise create or invest any other event, that results in another Person that is or becomes a Domestic such Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required ceasing to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic a Restricted Subsidiary shall be deemed to constitute the Incurrence of such Indebtedness at such time. Subject to Section 11.02(b), no Guarantor shall be released from its Guarantee provided pursuant to this Section or Section 10.02(a) unless (i) such Guarantor ceases to be a Restricted Subsidiary or (ii) such Guarantor has been discharged from all its obligations with respect to all Indebtedness Incurred by such Guarantor (other than such Guarantee and Indebtedness described in clause (4) in the immediately preceding sentence) and such Guarantor has not had any Indebtedness (other than such Guarantee and Indebtedness described in clause (4) in the immediately preceding sentence) outstanding for all purposes a period of this Indenture91 days.

Additional Guarantees. (a) If the Company or any of its Restricted Subsidiaries organize, shall acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorafter the date of this Indenture, then such newly acquired or created Domestic Subsidiary shall execute a Guarantee in the Company form of a Supplemental Indenture and supplemental Security Documents within 10 Business Days of the date on which it was acquired or created; provided that (i) all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture shall cause not become Guarantors for so long as they continue to constitute Unrestricted Subsidiaries and (ii) this Section 4.23 shall not apply to any newly acquired or created Domestic Subsidiary for so long as such Domestic Restricted Subsidiary that does not have total assets exceeding $500,000. The form of such Guarantee is not a Guarantor toattached as Exhibit E hereto. (b) In addition to the requirements set forth in Section 4.23(a) above, the following additional requirements shall apply: (1) execute the Company and deliver the new Guarantor will cause to the Trustee a supplemental indenture in form be filed such amendments or other instruments, if any, and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral Agreementsowned by or transferred to such new Guarantor, by law or together with such financing statements as may be reasonably requested required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (2) any Collateral Agent;owned by or transferred to the new Guarantor shall: (a) continue to constitute Collateral under this Indenture and the Security Documents; and (b) not be subject to any Lien other than Liens permitted by this Indenture and the Security Documents; and (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver Company shall have delivered to the Trustee an Opinion officers’ certificate and an opinion of Counsel counsel, each stating that such supplemental indenture Indenture and Note Guarantee, and amendments to Security Documents comply with the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that such supplemental Indenture and Security Documents are enforceable, subject to customary qualifications.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organize, acquire acquires or otherwise create or invest in creates another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorafter the Issue Date (other than an Unrestricted Subsidiary), then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s 's obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Trustee and the Collateral Agent, Agent amendments to the Collateral Agreements or additional Collateral Agreements and take such other actions as the Collateral Agent deems reasonably may be necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assetsassets other than Excluded Collateral of such Domestic Restricted Subsidiary, including the filing of UCC Uniform Commercial Code financing statements in such jurisdictions or such other actions as may be required by the Collateral Agreements; (3) take such actions necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of the Holders a perfected Lien in the assets other than Excluded Collateral of such new Domestic Restricted Subsidiary, subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreements, Security Agreement or by law or as may be reasonably requested by the Collateral Agent; (34) take such further action and execute and deliver such other documents specified in this Indenture necessary or otherwise as reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (45) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor as provided for all purposes of in this Indenture.

Additional Guarantees. If the Company The Parent will not cause or permit any of its Restricted Subsidiaries organizethat are not Guarantors or the Issuer, acquire directly or otherwise create indirectly, to guarantee the payment of, assume or invest in another Person that is any manner become liable with respect to any other Indebtedness under Credit Facilities of the Issuer or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then the Company shall cause unless such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute simultaneously executes and deliver delivers to the Trustee a supplemental indenture in the form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in Exhibit E to this IndentureIndenture providing for the Note Guarantee of the payment of the Notes by such Restricted Subsidiary, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness and on the same terms as the other Note Guarantees of the Guarantors except that: (1) if such Indebtedness is by its terms expressly subordinated to the Notes or any Note Guarantee, any such assumption, guarantee or other liability of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Restricted Subsidiary’s Note Guarantee at least to the same extent as such Indebtedness is subordinated to the Notes or any Note Guarantee; (2) execute and deliver no Note Guarantee shall be required if such Note Guarantee could reasonably be expected to give rise to or result in (A) personal liability for the Officers, directors or shareholders of such Restricted Subsidiary, (B) any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Collateral AgentParent or such Restricted Subsidiary or (C) any significant cost, amendments expense, liability or obligation (including with respect of any Taxes but excluding any reasonable guarantee or similar fee payable to the Collateral Agreements Parent or a Restricted Subsidiary) other than reasonable out of pocket expenses and take other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (B) of this Section 4.17(2) undertaken in connection with, such other actions as the Collateral Agent deems Note Guarantee, which cannot be avoided through measures reasonably necessary in order to grant available to the Collateral Agent, for Parent or the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent;Restricted Subsidiary; and (3) take each such further action and execute and deliver such Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver considerations under applicable law. Subject to the Trustee Agreed Security Principles, any such Restricted Subsidiary will, as the Security Agent may reasonably specify, provide security over all of its existing and future assets (other than an Opinion asset of Counsel that such Restricted Subsidiary which is subject to a Permitted Lien at the time of the execution of such supplemental indenture if providing such security interest would not be permitted by the terms of such Permitted Lien or by the terms of any Obligations secured by such Permitted Lien) to secure the Notes and the Note GuaranteeGuarantees, and amendments to the Collateral Agreements Parent will cause all of the Capital Stock in such Restricted Subsidiary owned by the Parent and any other documents required its Restricted Subsidiaries to be delivered have been duly authorized, executed pledged to secure the Notes and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureNote Guarantees.

Additional Guarantees. (i) If the Company Issuers or any of their respective Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) if Foamex or any of its Restricted Subsidiaries organize, shall acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not other than a GuarantorForeign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million, or (iii) if any Restricted Subsidiary other than a Foreign Subsidiary shall incur Acquired Debt in excess of $1.0 million, then the Company shall Issuers shall, at the time of such transfer, acquisition or incurrence, (i) cause such Domestic transferee, acquired Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic or Restricted Subsidiary shall unconditionally guarantee on incurring Acquired Debt (if not then a senior secured basis all Subsidiary Guarantor) to execute a Note Guarantee of the Company’s obligations Obligations of the Issuers under the Senior Subordinated Notes and this Indenture on in the terms form set forth in this Indenture; Indenture and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4ii) deliver to the Trustee an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, Guarantee is a valid, binding and enforceable obligations obligation of such Domestic transferee, acquired Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic or Restricted Subsidiary shall be incurring Acquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Issuers or any of their Restricted Subsidiaries may make a Guarantor for all purposes Restricted Investment in any Wholly Owned Restricted Subsidiary of the Issuers without compliance with this Indenturecovenant provided that such Restricted Investment is permitted by Section 4.7.

Additional Guarantees. (a) If any Restricted Subsidiary of Holdings (other than the Company Issuers, any Subsidiary Guarantor (including the Post-Closing Guarantors) or any Excluded Subsidiary) shall guarantee any Indebtedness in excess of its Restricted Subsidiaries organize$5.0 million in aggregate principal amount of the Issuers or any Guarantor (including Holdings) under any Debt Facility (including the Term Loan Credit Facility and the ABL Credit Facility) after the Issue Date, acquire or otherwise create or invest in another Person that is or becomes a Domestic subject to the Guaranty and Security Principles, then Holdings shall, within 20 Business Days thereof, cause such Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) to execute and deliver to the Trustee a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee of Exhibit C attached hereto, pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on become a senior secured basis all Guarantor with respect to the Notes, upon the terms and subject to the release provisions and other limitations described under Article XI. Any Guarantee that is required pursuant to this Section 4.15 will be automatically released upon the release of the Company’s obligations under applicable Restricted Subsidiary from its liability with respect to all Indebtedness of the Notes Issuers and this Indenture the Guarantors. (b) Each Restricted Subsidiary that becomes a Guarantor on or after the terms set forth in Issue Date shall, also within 20 Business Days thereof, become a party to the applicable Security Documents, the Intercreditor Agreements and, to the extent required by this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions shall as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions promptly as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and practicable execute and deliver such other documents specified security instruments, financing statements or analogous filings, certificates, Officer’s Certificates and Opinions of Counsel (to the extent, and substantially in the form, delivered on the Issue Date) as may be necessary to vest in the Notes Collateral Agent a perfected first- or second-priority Lien, as the case may be (subject to Permitted Liens), in properties and assets that constitute Collateral as security for the Notes or the Guarantees and as may be necessary to have such properties or assets added to the applicable Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments relating to the Collateral Agreements (including, without limitation, those set forth in Article X) shall be deemed to relate to such properties and any other documents assets to the same extent and with the same force and effect. (c) Notwithstanding the foregoing, a Foreign Subsidiary is not required to become a Guarantor hereunder if the accession of such Subsidiary as a Guarantor could reasonably be delivered have been duly authorizedexpected (in good faith by Holdings but in its sole discretion) to result in material adverse tax consequences to Holdings, executed the Issuers and delivered their Restricted Subsidiaries and so long as the Holders’ ability to receive payment in full with respect to the Obligations under this Indenture and the Notes will not be impaired (it being understood that the materiality of such adverse tax consequences of guaranteeing the Notes by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Foreign Subsidiary shall be a Guarantor for all purposes analyzed with respect to the incremental tax burden of this Indenturethe Guarantee of the Notes and not the initial Guarantee of Indebtedness by such Foreign Subsidiary).

Additional Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary of the Company that is not a Guarantor having total consolidated assets with a book value in excess of $2.0 million, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise create or invest in another Person that is or becomes hold an Investment in a Domestic Restricted Subsidiary that is not a Guarantor, then of the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor tohaving total consolidated assets with a book value in excess of $2.0 million, then such transferee or acquired or other Domestic Restricted Subsidiary shall: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations 's Obligations under the Notes Securities and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (42) deliver to the Trustee an Opinion opinion of Counsel counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary; provided, however, that, notwithstanding the foregoing, each transferee or acquired or other Domestic Restricted Subsidiary shall comply with clauses (1) and such other opinions regarding the perfection of such Liens in the assets of (2) above if such Domestic Restricted Subsidiary, together with the Company's other Restricted Subsidiaries that are not Guarantors, after giving pro forma effect to such transfer, organization, acquisition or Investment, would constitute a Significant Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If (i) the Company Issuer or any of its Restricted Subsidiaries organizeshall, acquire after the date of this Indenture, transfer or otherwise create cause to be transferred, including by way of any Investment, in one or invest a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in another Person that is or becomes a Domestic good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary that is not a Guarantor, then (ii) the Company Issuer or any of its Restricted Subsidiaries shall cause such Domestic acquire another Restricted Subsidiary that is not having total assets with a Guarantor to: fair market value (1as determined in good faith by the Board of Directors) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic excess of $1.0 million, or (iii) any Restricted Subsidiary shall unconditionally guarantee on incur Acquired Debt, then the Issuer shall, at the time of such transfer, acquisition or incurrence, (i) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt (if not then a senior secured basis all Guarantor) to execute a Note Guarantee of the Company’s obligations under Obligations of the Notes and this Indenture on Issuer hereunder in the terms form set forth in this Indenture; Indenture and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4ii) deliver to the Trustee an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, Guarantee is a valid, binding and enforceable obligations obligation of such Domestic transferee, acquired Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic or Restricted Subsidiary shall be incurring Acquired Debt, subject to customary exceptions for bankruptcy and equitable principles. Notwithstanding the foregoing, the Issuer or any of its Restricted Subsidiaries may make a Guarantor for all purposes Restricted Investment in any Wholly Owned Restricted Subsidiary of the Issuer without compliance with this IndentureSection 4.16 provided that such Restricted Investment is permitted by Section 4.07.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary, within 20 Business Days of creation or acquisition, executes and delivers a supplemental indenture to this Indenture, providing for a senior guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or becomes a domestic subsidiary of a Foreign Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is has ceased to qualify as an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or a domestic subsidiary of a Foreign Restricted Subsidiary to execute and deliver a supplemental indenture to this Indenture, providing for a senior guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 Business Days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or a domestic subsidiary of a Foreign Restricted Subsidiary, as applicable; provided further, however, that, if, at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary executes and delivers a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is or becomes an Immaterial Domestic Restricted Subsidiary; provided further, however, that the Company shall cause a Domestic Restricted Subsidiary that is not was an Immaterial Domestic Restricted Subsidiary but has ceased to qualify as an Immaterial Domestic Restricted Subsidiary to execute and deliver a Guarantorsupplemental indenture to the Indenture, then providing for a senior subordinated guarantee of payment of the Company shall cause Notes by such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to no later than 20 business days after the Trustee a supplemental indenture end of the most recently ended fiscal quarter of the Company in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all ceased to be an Immaterial Domestic Restricted Subsidiary; provided further, however, that, if at any time Domestic Restricted Subsidiaries that are not Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company’s obligations under , the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law Company shall cause one or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by more such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiary. ThereafterSubsidiaries) no later than 20 business days after the end of the most recently ended fiscal quarter in which such requirement was triggered, such Domestic Restricted Subsidiary shall that the foregoing condition ceases to be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If (a) If: (1) the Company or any of its Restricted Subsidiaries organize, acquire acquires or otherwise create or invest in creates another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor(other than an Immaterial Subsidiary) after the date of this Indenture in accordance with this Section 4.19, then the Company shall cause such Domestic Restricted or (2) any Immaterial Subsidiary that is not a Guarantor to: (1) ceases to be an Immaterial Subsidiary, then, subject to applicable Gaming Laws, that Domestic Restricted Subsidiary will become a Guarantor and execute and deliver to the Trustee a supplemental indenture in form and substance deliver an Opinion of Counsel, reasonably satisfactory to the Trustee pursuant and subject to customary assumptions and exclusions, within 30 days of the date on which it was acquired, created, or ceased to be an Immaterial Subsidiary; provided that if that Subsidiary is properly designated as an Unrestricted Subsidiary in accordance with the Indenture then this covenant shall not apply for so long as such Subsidiary continues to constitute an Unrestricted Subsidiary. (b) In the case of additional Guarantees arising as a result of clause (2) with respect to the guarantee of any Indebtedness of the Company or any Guarantor by a former Immaterial Subsidiary, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee of the Notes, any such guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes. (c) The Company will not acquire or create, or permit any of its Restricted Subsidiaries to acquire or create, any Domestic Restricted Subsidiary shall unconditionally guarantee on that is treated as a senior secured basis all of the Company’s obligations corporation under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral AgentU.S. federal income tax law, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agentthan Immaterial Subsidiaries; provided, for the benefit of the Holders, a perfected Lien that in the assetscase of an Immaterial Subsidiary that is treated as a corporation under U.S. federal income tax law, including if such Immaterial Subsidiary ceases to be an Immaterial Subsidiary and is required to become a Guarantor pursuant to this Section 4.19, the filing of UCC financing statements in Company shall promptly cause such jurisdictions Immaterial Subsidiary to first be converted to an entity that is not treated as may be required by the Collateral Agreements, by a corporation under U.S. federal income tax law or as may be reasonably requested by otherwise merge, consolidate or liquidate such Immaterial Subsidiary with and into the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture Company or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureGuarantor.

Additional Guarantees. If the Company Holdings will cause each of its Subsidiaries that: (a) guarantees any Indebtedness of Holdings or any of its Restricted Subsidiaries organizepermitted to be incurred pursuant to Section 4.07 (other than guarantees of Indebtedness permitted to be incurred pursuant to Section 4.07(b)(iii), acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor(iv), then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to:(v), (vi), (vii) and (ix)); or (1b) incurs any Indebtedness or issues any shares of Disqualified Stock or Preferred Stock permitted to be incurred or issued pursuant to Section 4.07 hereof (other than Indebtedness permitted to be incurred pursuant to Section 4.07(b)(iii), (iv), (v), (vi), (vii) and (ix)) to execute and deliver to the Trustee Trustee, a supplemental indenture indenture, substantially in the form and substance reasonably satisfactory to the Trustee attached hereto as Exhibit D, pursuant to which such Domestic Restricted Subsidiary shall unconditionally will guarantee on a senior secured basis all payment of the Company’s obligations under the Notes and the Obligations of the Issuer under this Indenture on Indenture. Each Guarantee by a Subsidiary Guarantor will be limited to an amount not to exceed the terms maximum amount that can be guaranteed by that Subsidiary without rendering the Guarantee, as it relates to such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. To evidence its Guarantee set forth in this Indenture; (2) execute and deliver to the Collateral AgentArticle 10 hereof, amendments to the Collateral Agreements and take each subsequent Guarantor hereby agrees that a notation of such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien Guarantee substantially in the assets, including the filing form attached as Exhibit E hereto will be endorsed by an Officer of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action Guarantor on each Note authenticated and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested delivered by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel and that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to this Indenture will be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations on behalf of such Domestic Restricted Subsidiary and such other opinions regarding the perfection Guarantor by one of such Liens in the assets of such Domestic Restricted Subsidiaryits Officers. Thereafter, such Domestic Restricted Subsidiary shall be Each subsequent Guarantor also will execute a Guarantor for all purposes of this Indenturesupplemental indenture.

Additional Guarantees. If (a) No Restricted Subsidiary shall Guarantee the Company Indebtedness outstanding under the ABL Facility, any other Credit Facility or any Public Debt, in each case of its either Issuer or a Guarantor, unless such Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that Subsidiary is or becomes a Domestic Restricted Subsidiary that Guarantor on the date on which the Guarantee of such other Indebtedness is not a GuarantorIncurred and, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute if applicable, executes and deliver delivers to the Trustee a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee of Exhibit D hereto pursuant to which such Domestic Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be senior to or pari passu in right of payment with, as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall unconditionally guarantee on not be obligated to become a senior secured basis all Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company’s obligations , any Notes Guarantee may contain limitations on Guarantor liability to the 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 the Notes and this Indenture applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the terms set forth Issue Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in this Indenturean aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (2ii) execute that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and deliver to surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the Collateral Agenttime such guarantee was given, amendments to of at least BBB+ or the Collateral Agreements equivalent thereof by S&P and take such other actions as at least Baa1 or the Collateral Agent deems reasonably necessary equivalent thereof by Moody’s, in order to grant to connection with the Collateral Agent, operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee and the Holders, a perfected Lien in the assetsSecurity Agent shall each take all necessary actions, including the filing granting of UCC financing statements in such jurisdictions as may be required by releases or waivers under the Collateral AgreementsIntercreditor Agreement or any Additional Intercreditor Agreement, by law or as may be reasonably requested by by, and at the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by cost of, the Trustee Company to effectuate the foregoing; and (4) deliver any release of a Notes Guarantee in accordance with these provisions, subject to the Trustee an Opinion of Counsel that such supplemental indenture customary protections and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureindemnifications.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organize, acquire acquires or otherwise create or invest in creates another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorafter the Issue Date (other than an Unrestricted Subsidiary), then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Trustee and the Collateral Agent, Agent amendments to the Collateral Agreements or additional Collateral Agreements and take such other actions as the Collateral Agent deems reasonably may be necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assetsassets other than Excluded Collateral of such Domestic Restricted Subsidiary, including the filing of UCC Uniform Commercial Code financing statements in such jurisdictions or such other actions as may be required by the Collateral Agreements; (3) take such actions necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of the Holders a perfected Lien in the assets other than Excluded Collateral of such new Domestic Restricted Subsidiary, subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreements, Security Agreement or by law or as may be reasonably requested by the Collateral Agent; (34) take such further action and execute and deliver such other documents specified in this Indenture necessary or otherwise as reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (45) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor as provided for all purposes of in this Indenture.

Additional Guarantees. If (a) The Issuer will cause each Restricted Subsidiary that Guarantees any Indebtedness of the Company Issuer or any of its Restricted Subsidiaries organize, acquire (other than any Foreign Subsidiary that solely Guarantees any Indebtedness of any other Foreign Subsidiary or otherwise create or invest in another Person that is or becomes a Domestic any Restricted Subsidiary that is Guarantees any Indebtedness of any Foreign Subsidiary incurred solely for working capital purposes and does not a Guarantor, then Guarantee any Indebtedness of the Company shall cause such Issuer or any Domestic Restricted Subsidiary that is not a Guarantor to: (1Subsidiary) to execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee Guarantee pursuant to which such Restricted Subsidiary 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 on a senior subordinated basis and all other obligations under this Indenture; provided, however, that any Foreign Subsidiary that Guarantees any Indebtedness of the Issuer or any Domestic Restricted Subsidiary shall will be required to unconditionally guarantee Guarantee the payment of the principal of, premium, if any, and interest on the Notes on a senior secured subordinated basis and all other obligations under the Indenture only to the extent of the amount of the Indebtedness of the Issuer or any Domestic Restricted Subsidiary so Guaranteed by such Foreign Subsidiary. Notwithstanding the foregoing, in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of (1) the CompanyTerm Loan Facility and Revolving Credit Facility and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries (other than Indebtedness of the type that would not have required a Guarantee of the Notes), then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged; provided, that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its status as a Guarantor under Section 4.10 unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the Notes case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries under Section 4.10(b). (b) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Guarantee shall be released in accordance with the provisions of this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturedescribed under Article Eleven.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organize, acquire acquires or otherwise create or invest in creates another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorafter the Issue Date (other than an Unrestricted Subsidiary), then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (43) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted SubsidiarySubsidiary as provided for in this Indenture. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If the Company Parent or any of its Restricted Subsidiaries organizeacquires or creates another Material Domestic Subsidiary after the Issue Date, acquire or otherwise create or invest in another Person if any Restricted Subsidiary, other than the Company, that is not already a Subsidiary Guarantor guarantees any other Indebtedness of the Parent or the Company after such date, then in either case the Parent will cause such Subsidiary to become a Subsidiary Guarantor by executing a supplemental indenture pursuant to which it becomes a Domestic Guarantor and, to the extent it holds assets required to be Collateral, one or more Collateral Agreements or supplements or amendments thereto needed to grant to the collateral agent the Liens required to be granted pursuant to this Indenture, and delivering them to the Trustee and the Collateral Agent within 20 Business Days of the date on which it was acquired or created or guaranteed Indebtedness of the Parent, as the case may be; provided, however, that the foregoing shall not apply to Subsidiaries of the Parent that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. In addition to the foregoing, if, after the Issue Date, any of the interests in the PEL 000, XXX 000, XXX 434 or EL 4416 licenses that are owned by the Parent or its Restricted Subsidiaries as of the Issue Date (or any production licenses issued in respect thereof) are transferred to a Restricted Subsidiary of Parent that is not a Subsidiary Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) shall within 20 Business Days of such transfer execute and deliver to the Trustee a supplemental indenture in form under which it shall become a Subsidiary Guarantor. The Parent or Company or Subsidiary Guarantor, as applicable, will provide Opinions of Counsel and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents Officers’ Certificates specified in this Indenture or otherwise reasonably requested by the Trustee with respect to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If Blount International shall not permit any of xxx Xxstricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the Company payment of any Credit Facility of Blount International or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: Subsidiarx xx Blount International unless (1i) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations obligxxx, guarantors or pledgors under the Notes that Credit Facility are Foreign Subsidiaries or (ii) that Restricted Subsidiary is a Guarantor or that Restricted Subsidiary becomes a Guarantor by simultaneously executing and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver delivering to the Trustee an Opinion of Counsel that such and a supplemental indenture and Note Guarantee, and amendments providing for a Guarantee of the payment of the Notes by such Restricted Subsidiary which Guarantee shall be (A) in the case of Indebtedness that is subordinated to the Collateral Agreements Notes or the guarantee of the Notes, senior to such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness; (B) in the case of Indebtedness that is pari passu with the Notes or the guarantee of the Notes, pari passu with that Restricted Subsidiary's guarantee of or pledge to secure the other Indebtedness; and any other documents required (C) in the case of Indebtedness that is Senior Debt of the issuer, subordinated to be delivered have been duly authorized, executed and delivered the guarantee of the Senior Debt to the same extent as the guarantee of the Notes by such Domestic a Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Blount International is subordinated to Senior Debt xx xxch Restricted Subsidiary. Thereafter, such Domestic Restricted This Section 4.13 shall not apply to any Subsidiary shall be of Blount International that has been properly desigxxxxx as an Unrestricted Subsidiary or as a Guarantor for all purposes of this IndentureReceivables Subsidiary.

Additional Guarantees. If the Company or (a) The Issuer will not permit any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then directly or indirectly, to guarantee, assume or in any other manner become liable for the Company payment of (i) any indebtedness under the Senior Revolving Credit Facilities Agreement or (ii) any Public Debt of the Issuer or any Guarantor (other than the Notes), in each case in excess of $120.0 million (or the equivalent in other currencies) in aggregate principal amount, unless: (A) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same terms as the guarantee of such indebtedness; and (B) with respect to any guarantee of subordinated indebtedness by such Subsidiary, any such guarantee shall be subordinated to such Subsidiary’s Guarantee with respect to the Notes at least to the same extent as such subordinated debt is subordinated to the Notes. CG&R Draft Current date: 06-20-2019 11:20 AM 51390170v5 (b) In addition, the Issuer shall cause such Domestic Restricted each Material Subsidiary that is not a Guarantor to: (1as determined based on the audited annual reports referred to below) and which has become a borrower under the Senior Revolving Credit Facilities Agreement or has guaranteed any indebtedness under the Senior Revolving Credit Facilities Agreement, to execute and deliver to the Trustee a supplemental indenture substantially in the form and substance reasonably satisfactory of Exhibit D hereto, within 30 days of delivery of the Issuer’s audited annual reports to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute , and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) will deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding a legally valid and enforceable obligations of such Domestic Restricted Subsidiary obligation (subject to customary qualifications and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiaryexceptions). Thereafter, such Domestic Restricted Material Subsidiary shall will be a Guarantor for all purposes of with respect to the Notes until such Material Subsidiary’s Guarantee with respect to the Notes is released in accordance with this Indenture. (c) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a “Suspension Event”), then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the “Reversion Date”), Sections 4.07(a) and 4.07(b) will cease to be effective and will not be applicable to the Issuer and its Subsidiaries. Sections 4.07(a) and 4.07(b) and any related default provisions will again apply according to its terms from the first day on which a Suspension Event ceases to be in effect. Sections 4.07(a) and 4.07(b) will not, however, be of any effect with regard to actions of the Issuer properly taken during the continuance of the Suspension Event, and no action taken prior to the Reversion Date will constitute a Default or Event of Default. The Issuer or any of its Subsidiaries may honor without causing a Default or Event of Default, any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. (d) The obligations of each additional Guarantor under its Guarantee may be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor without resulting in its obligations under its Guarantee being voidable or unenforceable under applicable law (including those relating to fraudulent conveyance or transfer, corporate benefit or purpose, financial assistance, capital maintenance, voidable preference, thin capitalization or guidance and coordination or affecting the rights of creditors generally) or the maximum amount otherwise permitted by applicable law. (e) Notwithstanding the foregoing, the Issuer shall not be obligated to cause such Subsidiary to guarantee the Notes to the extent that the granting of such Guarantee could give rise to or result in: (1) any breach or violation of Applicable Law (including those relating to fraudulent conveyance or transfer, corporate benefit or purpose, financial assistance, capital maintenance, voidable preference, thin capitalization or guidance and coordination or affecting the rights of creditors generally); (2) any 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) significant costs, expenses, liability or obligations (including with respect to any Taxes) directly associated with the granting of such Guarantee (but excluding any reasonable guarantee or similar fee payable to the Issuer or a Guarantor) which are disproportionate to the benefit obtained by the holders of Notes from such Guarantee in the good faith judgment of a responsible officer of the Issuer; provided, however, that the Issuer will procure that the relevant Subsidiary becomes a Guarantor at such time as such restriction would no longer apply to the providing of the Guarantee or no longer would prohibit such Subsidiary from becoming a Guarantor (or prevent the Issuer from causing such Subsidiary to become a Guarantor).

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary within 20 Business Days executes and delivers a supplemental indenture to this Indenture, providing for a senior guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or becomes a domestic subsidiary of a Foreign Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is has ceased to qualify as an Immaterial Domestic Restricted Subsidiary or a Securitization Entity to execute and deliver a supplemental indenture to this Indenture, providing for a senior guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 Business Days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary or a Securitization Entity, as applicable; provided further, however, that, if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries organizeshall, acquire after the date hereof, transfer or otherwise create cause to be transferred, including by way of any Investment, in one or invest a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in another Person that is or becomes a Domestic good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary that is not a GuarantorSubsidiary Guarantor or a foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million, or (iii) any Restricted Subsidiary other than a foreign Subsidiary shall incur Acquired Debt in excess of $1.0 million, then the Company shall shall, at the time of such transfer, acquisition or incurrence, (A) cause such Domestic transferee, acquired Restricted Subsidiary that is or Restricted Subsidiary incurring Acquired Debt (if not then a Guarantor to: (1Subsidiary Guarantor) to execute and deliver to a Note Guarantee of the Trustee a supplemental indenture Obligations of the Company under the Notes in the form and substance reasonably satisfactory substantially similar to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes EXHIBIT D hereto and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4B) deliver to the Trustee an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, Guarantee is a valid, binding and enforceable obligations obligation of such Domestic transferee, acquired Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic or Restricted Subsidiary shall be incurring Acquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Guarantor for all purposes 52 65 Restricted Investment in any Wholly Owned Restricted Subsidiary of the Company without compliance with this IndentureSection 4.19, provided that such Restricted Investment is permitted by Section 4.7 hereof.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organizetransfers or causes to be transferred, acquire in one transaction or otherwise create or invest in another Person that is or becomes a Domestic series of related transactions, any property to any Restricted Subsidiary that is not a Guarantor, then or if the Company or any of its Restricted Subsidiaries shall cause organize, acquire or otherwise invest in another Restricted Subsidiary, then such Domestic transferee or acquired or other Restricted Subsidiary that is not a Guarantor toshall: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s Issuers' obligations under the Notes and this Indenture on the terms set forth in this Indenture;; and (2) (a) execute and deliver to the Collateral Agent, Agent and the Trustee such amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien first priority security interest in the assetsCapital Stock of such new Subsidiary and a perfected security interest in the debt securities of such new Subsidiary, subject to the liens under the Credit Agreement and Permitted Liens, which are owned by the Company or any Subsidiary and required to be pledged pursuant to the Security Agreement, (b) deliver to Collateral Agent the certificates representing such Capital Stock and debt securities, together with (i) in the case of such Capital Stock, undated stock powers endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such Subsidiary, as the case may be; (3) cause such new Subsidiary to take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders and the Trustee a perfected first priority security interest in the collateral described in the Security Agreements with respect to such new Subsidiary, including the filing of UCC Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Agreements, Security Agreements or by law or as may be reasonably requested by the Collateral Agent; (34) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (45) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. . (6) Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the foregoing, neither KHF Sports Oy nor KHF Finland Oy shall be required to comply with the foregoing for so long as a guarantee by it shall be a violation of the Finnish Companies Act.

Additional Guarantees. If any Domestic Restricted Subsidiary (other than any Securitization Subsidiary that has entered into or established a Permitted Securitization Program), whether existing on the date of this Indenture or hereafter acquired or formed by the Company, incurs any Indebtedness which is pari passu with or subordinate in right of payment to the Notes (other than intercompany Indebtedness and Intercompany Bonds between or among such Domestic Restricted Subsidiary and the Company or any of its Restricted Subsidiaries organizeSubsidiaries), acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantorincluding without limitation, any Guaranteed Indebtedness contemplated by Section 4.18 hereof, then the Company shall cause any such Domestic Restricted Subsidiary that is not a Guarantor to: , within ten Business Days of the date on which any such Domestic Restricted Subsidiary became so obligated, (1a) execute and deliver to the Trustee a supplemental indenture in form and substance substantially in the form of Exhibit E attached hereto and reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee guarantee, on a senior secured basis subordinated unsecured basis, all of the Company’s obligations under the Notes and this Indenture (including the payment of principal, premium, if any, and interest on the Notes) on the terms set forth in this Indenture; herein and therein and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4b) deliver to the Trustee an Opinion of Counsel that that, subject to customary assumptions and exclusions, such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Restricted Subsidiary. Any Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be that becomes a Guarantor for all purposes of shall remain a Guarantor unless (i) designated an Unrestricted Subsidiary by the Company in accordance with this Indenture; (ii) otherwise released from its obligations as a Guarantor pursuant to Section 10.05 hereof; or (iii) the circumstances giving rise to the obligation to provide a Subsidiary Guarantee under Section 4.18 or otherwise pursuant to this Section no longer exist.

Additional Guarantees. If the Company or (a) The Issuers will not permit any of its Restricted Domestic Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Wholly- Owned Subsidiary (and any Domestic Restricted Subsidiary that is not a non-Wholly-Owned Subsidiary if such non- Wholly-Owned Subsidiary guarantees any Indebtedness referred to in clause (i) or (ii) below of an Issuer or any Guarantor), other than the Co-Issuer, a Guarantor, then a Receivables Subsidiary or an Excluded Sub- sidiary, to guarantee the Company shall cause such Domestic Restricted Subsidiary that is not a payment of (i) any Credit Facility permitted under Section 4.09(b)(1) or (ii) capi- tal markets debt securities of an Issuer or any other Guarantor toin an aggregate principal amount in excess of the greater of (i) $30,000,000 and (ii) 0.10 multiplied by Pro Forma Consolidated EBITDA for the Ap- plicable Measurement Period, unless: (1) execute such Restricted Subsidiary within 60 days executes and deliver to the Trustee delivers a supplemental indenture substantially in the form of Exhibit D to this Indenture providing for a Guarantee by such Restricted Subsidiary and substance reasonably satisfactory joinders to the Trustee pursuant Security Agreement, the Equal Priority Intercredi- tor Agreement, any Junior Priority Intercreditor Agreement or any other Customary Intercreditor Agreement and applicable Security Documents or new intercreditor agreements and Security Documents, together with any actions, filings and agreements to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under extent required by (and within the Notes and this Indenture on the terms time periods as set forth in this Indenture; (2in) execute and deliver the Security Documents to create or perfect the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, security interests for the benefit of the Holders, a perfected Lien Holders in the assetsCollateral of such Subsidiary, including except that with re- spect to a guarantee of Indebtedness of an Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the filing Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordi- nated in right of UCC financing statements in payment to such jurisdictions Guarantee substantially to the same extent as may be required by such Indebtedness is subordinated to the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoingNotes; and (42) deliver to such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the Trustee an Opinion benefit or advantage of, any rights of Counsel that such supplemental indenture and Note Guaranteereimbursement, and amendments to the Collateral Agreements and indemnity or subrogation or any other documents rights against an Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuers may elect, in its sole discretion, to cause any Domestic Subsidiary that is not otherwise required to be delivered have been duly authorizeda Guarantor to become a Guarantor, executed and delivered by in which case such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall not be required to comply with the 60 day period de- scribed in clause (1) above but shall comply with all such requirements at the time of its designation as a Guarantor for all purposes of this IndentureGuarantor. (b) Each Guarantee shall be released in accordance with Section 10.07.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organizetransfers or causes to be transferred, acquire in one transaction or otherwise create or invest in another Person that is or becomes a series of related transactions, any Property to any Domestic Restricted Subsidiary that is not a Guarantor, then or if the Company or any of its Restricted Subsidiaries shall cause such organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is not having total assets with a Guarantor to: book value in excess of $500,000, then such transferee or acquired or other Restricted Subsidiary shall: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s 's obligations under the Notes and this Indenture on the terms set forth in this Indenture; ; and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary, provided that, in connection with any such Restricted Subsidiary and that becomes such other opinions regarding a Restricted Subsidiary on the perfection date of the Acquisition as the result thereof, such Opinion of Counsel may assume that the applicable law of the jurisdiction of formation of such Liens Restricted Subsidiary is substantially the same as that of another jurisdiction named in the assets such Opinion of such Domestic Restricted SubsidiaryCounsel. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If (a) No Restricted Subsidiary shall Guarantee the Company Indebtedness outstanding under the ABL Facility, any other Credit Facility or any Public Debt (including the Senior Notes), in each case of its either Issuer or a Guarantor, unless such Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that Subsidiary is or becomes a Domestic Restricted Subsidiary that Guarantor on the date on which the Guarantee of such other Indebtedness is not a GuarantorIncurred and, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute if applicable, executes and deliver delivers to the Trustee a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee of Exhibit D hereto pursuant to which such Domestic Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be senior to or pari passu in right of payment with, as applicable, such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, that such Restricted Subsidiary shall unconditionally guarantee on not be obligated to become a senior secured basis all Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company’s obligations , any Notes Guarantee may contain limitations on Guarantor liability to the 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 the Notes and this Indenture applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the terms set forth Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in this Indenturean aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (2ii) execute that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and deliver to surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the Collateral Agenttime such guarantee was given, amendments to of at least BBB+ or the Collateral Agreements equivalent thereof by S&P and take such other actions as at least Baa1 or the Collateral Agent deems reasonably necessary equivalent thereof by Xxxxx’x, in order to grant to connection with the Collateral Agent, operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee and the Holders, a perfected Lien in the assetsSecurity Agent shall each take all necessary actions, including the filing granting of UCC financing statements in such jurisdictions as may be required by releases or waivers under the Collateral AgreementsIntercreditor Agreement or any Additional Intercreditor Agreement, by law or as may be reasonably requested by by, and at the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by cost of, the Trustee Company to effectuate the foregoing; and (4) deliver any release of a Notes Guarantee in accordance with these provisions, subject to the Trustee an Opinion of Counsel that such supplemental indenture customary protections and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureindemnifications.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary within 20 Business Days executes and delivers a supplemental indenture to this Indenture, providing for a senior guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary or becomes a Securitization Entity; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is has ceased to qualify as an Immaterial Domestic Restricted Subsidiary or a Securitization Entity to execute and deliver a supplemental indenture to this Indenture, providing for a senior guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 Business Days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary or a Securitization Entity, as applicable; provided further, however, that, if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If (i) if the Company or any of its Restricted Subsidiaries organizeshall, acquire after the date of this Indenture, transfer or otherwise create cause to be transferred, including by way of any Investment, in one or invest a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in another Person that is or becomes a Domestic good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary that is not a Guarantor, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million, or (iii) any Restricted Subsidiary shall incur Acquired Debt, then the Company shall shall, at the time of such transfer, acquisition or incurrence, (i) cause such Domestic transferee, acquired Restricted Subsidiary that is or Restricted Subsidiary incurring Acquired Debt (if not then a Guarantor to: Guarantor) to execute a Guarantee of the Obligations of the Company hereunder in the form set forth herein and (1ii) execute and deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt, subject to customary exceptions for bankruptcy and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Restricted Investment in any Wholly Owned Restricted Subsidiary of the Company without compliance with this Section 4.17 provided that such Restricted Investment is permitted by Section 4.07 hereof. No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company) whether or not affiliated with such Guarantor unless: (i) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations Trustee, under its Guarantee, the Notes and this Indenture on Indenture; (ii) immediately after giving effect to such transaction, no Default or Event of Default exists; and (iii) such Guarantor, or any Person formed by or surviving any such consolidation or merger, (a) would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than the terms Consolidated Net Worth of such Guarantor immediately preceding the transaction and (b) would be permitted by virtue of the Company's pro forma Fixed Charge Coverage Ratio to incur, immediately after giving effect to such transaction, at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to first paragraph of Section 4.09 hereof. In the Collateral Agreements and take such event of a sale or other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit disposition of all of the Holdersassets of any Guarantor, by way of merger, consolidation or otherwise, or a perfected Lien sale or other disposition of all of the capital stock of any Guarantor, then such Guarantor (in the assets, including the filing event of UCC financing statements in such jurisdictions as may be required by the Collateral Agreementsa sale or other disposition, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations way of such Domestic Restricted Subsidiary and such other opinions regarding a merger, consolidation or otherwise, of all of the perfection capital stock of such Liens Guarantor) or the Person acquiring the property (in the event of a sale or other disposition of all of the assets of such Domestic Restricted Guarantor) shall be released and relieved of any obligations under its Guarantee; provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions hereof. In the event the Board of Directors designates a Guarantor to be an Unrestricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall Guarantor will be a Guarantor for all purposes released and relieved of this Indentureany obligation under its Guarantee, provided that such designation is conducted in accordance with the applicable provisions hereof including, but not limited to, Section 4.07.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic The Issuers shall cause each Restricted Subsidiary that is not a Guarantorformed or acquired after the Closing Date (other than an Excluded Subsidiary), then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) within 10 Business Days, to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit D providing for a Subsidiary Guarantee and substance reasonably satisfactory supplements to the Trustee pursuant applicable Security Documents in order to which xxxxx x xxxx in the Collateral owned by such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of to the Company’s obligations under the Notes and this Indenture on the terms same extent as that set forth in this Indenture; Indenture and the Security Documents and to take all actions required by the Security Documents to perfect such Lien. The Issuers shall not permit any Restricted Subsidiary that does not also provide a Subsidiary Guarantee, directly or indirectly, to Guarantee any Indebtedness (2“Guaranteed Indebtedness”) execute of either Issuer or any Guarantor (other than Indebtedness in an aggregate principal amount not to exceed $10.0 million), unless (i) such Restricted Subsidiary simultaneously executes and deliver delivers a supplemental indenture to this Indenture substantially in the form of Exhibit D providing for a Subsidiary Guarantee and supplements to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary applicable Security Documents in order to grant xxxxx x xxxx in the Collateral owned by such Restricted Subsidiary to the Collateral Agent, for same extent as that set forth in this Indenture and the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be Security Documents and to take all actions required by the Collateral AgreementsSecurity Documents to perfect such Lien and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Issuers as a result of any payment by law such Restricted Subsidiary under its Subsidiary Guarantee until the Notes have been paid in full. If the Guaranteed Indebtedness is (i) pari passu in right of payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or as may be reasonably requested by subordinated to, the Collateral Agent; Subsidiary Guarantee or (3ii) take such further action and execute and deliver such other documents specified subordinated in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver right of payment to the Trustee an Opinion Notes, then the Guarantee of Counsel that such supplemental indenture and Note Guarantee, and amendments Guaranteed Indebtedness shall be subordinated in right of payment to the Collateral Agreements and any other documents required Subsidiary Guarantee at least to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in extent that the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureGuaranteed Indebtedness is subordinated to the Notes.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary, within 20 Business Days of creation or acquisition, executes and delivers a supplemental indenture to this Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or becomes a domestic subsidiary of a Foreign Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is has ceased to qualify as an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or a domestic subsidiary of a Foreign Restricted Subsidiary to execute and deliver a supplemental indenture to this Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 Business Days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or a domestic subsidiary of a Foreign Restricted Subsidiary, as applicable; provided further, however, that, if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary (or other Person that thereupon becomes a Restricted Subsidiary) that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise create or invest make an Investment in another Restricted Subsidiary (or other Person that is or thereupon becomes a Domestic Restricted Subsidiary Subsidiary) that is not a Guarantor, then the Company shall cause such Domestic transferee or acquired or other Restricted Subsidiary that is not a Guarantor toshall: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured unsecured basis all of the Company’s 's obligations under the Notes and this Indenture on the terms set forth in this Indentureherein; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (43) deliver to the Trustee an Opinion opinion of Counsel counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation (subject to normal and customary exceptions) of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If the Company or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or The Issuer will cause each Subsidiary which becomes a Domestic Restricted Subsidiary that is not a Guarantor, then Guarantor after the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: Issue Date (1i) to execute and deliver to the Trustee a supplemental indenture indenture, in form and substance reasonably satisfactory to the Trustee Trustee, pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s Issuer's obligations under the Notes and this Indenture on the terms set forth in this Indenture; , (2ii) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take if such other actions Subsidiary grants any Lien upon any of its assets or property as security for any First Priority Obligations grant the Collateral Agent deems reasonably necessary in order to grant a Second Priority Lien upon such assets or property (except to the Collateral Agentextent such assets or property constitutes Excluded Collateral) for its benefit, for the benefit of the Holders, a perfected Lien in Trustee and the assets, including benefit of the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; Holders and (3iii) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion opinion of Counsel counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have Security Documents (if any) has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary Subsidiary, subject to customary exceptions for bankruptcy, fraudulent conveyance, equitable principles, remedies and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiarywaivers. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureIndenture until it ceases to be such pursuant to the definition of Guarantor contained herein. If granting or perfecting any Second Priority Lien described in clause (ii) of the above paragraph requires the consent of a third party, such Subsidiary will use commercially reasonable efforts to obtain such consent with respect to the granting or perfecting of such Second Priority Lien, but if the third party does not consent to the granting or perfecting of the Second Priority Lien after the use of commercially reasonable efforts, such Subsidiary will not be required to do so. Also, if a Second Priority Lien in the asset or property to be subject to such Second Priority Lien cannot be granted or perfected under applicable law, such Subsidiary will not be required to grant or perfect such Second Priority Lien. Such Subsidiary will have 60 days after the date such supplemental indenture shall be signed to complete those actions required to perfect the Second Priority Liens on the portion (if any) of such assets or property consisting of real property. To the extent consents are required from third parties in order to grant or perfect a Second Priority Lien on such real property, such Subsidiary shall have 90 days after the date of such supplemental indenture to obtain any such consent; provided, however, that if the third party does not consent to such a waiver, after the use of commercially reasonable efforts on the part of such Subsidiary, then such Subsidiary will not be required to grant or perfect a Second Priority Lien on such property. Finally, to the extent a separate notation in favor of the Trustee for its benefit and the benefit of the Holders as holders of Second Priority Liens is required by law to be noted on a certificate of title issued by any state relating to such asset or property, such Subsidiary shall have nine months from the date of such supplemental indenture to perfect such Second Priority Lien.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary within 10 Business Days executes and delivers a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is or becomes an Immaterial Domestic Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that is was an Immaterial Domestic Restricted Subsidiary but has ceased to qualify as an Immaterial Domestic Restricted Subsidiary to execute and deliver a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 business days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary; provided further, however, that, if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company for which financial statements are available, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 business days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If (x) the Company Borrower acquires or creates any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that (including by merger) or designates any Unrestricted Subsidiary as a Restricted Subsidiary, and such Restricted Subsidiary is not a GuarantorForeign Subsidiary or a Receivables Subsidiary or (y) any Restricted Subsidiary guarantees or becomes an obligor under the Senior Secured Credit Agreement, then the Company Borrower shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: to (1i) execute and deliver to the Trustee a supplemental indenture Administrative Agent an amendment to this Agreement in form and substance reasonably satisfactory to the Trustee Administrative Agent pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s Borrower's obligations under the Notes Loans and this Indenture Agreement on the terms set forth in this Indenture; Agreement and (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4ii) deliver to the Trustee Administrative Agent an Opinion opinion of Counsel counsel, subject to customary exceptions to the effect that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have amendment has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable obligations obligation of such Domestic Restricted Subsidiary; PROVIDED that no such action will be required by any new Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic (that is not a Wholly Owned Restricted Subsidiary) to the extent such new Restricted Subsidiary is a party to a preexisting agreement which prohibits such new Restricted Subsidiary from becoming a Subsidiary Guarantor hereunder; PROVIDED, FURTHER, such preexisting agreement was not entered into for the purpose of avoiding the requirements of this Section 6.09 and the restrictions contained therein are no more adverse to the Borrower and its Subsidiaries than to the other equity owners in such new Restricted Subsidiary. In addition, each new Restricted Subsidiary that is required to execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the type described in Section 3 as such new Restricted Subsidiary would have had to deliver if such new Restricted Subsidiary were a Credit Party on the Borrowing Date. Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this IndentureAgreement.

Additional Guarantees. (a) If (i) at the Company or time of delivering any of its report under Section 703(a)(1), any Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person Subsidiary that does not constitute a Guarantor is or becomes a Domestic Material Specified Subsidiary that is organized in a Specified Jurisdiction, (ii) with respect to any Restricted Subsidiary that does not constitute a Guarantor and is not a Guarantororganized in an Initial Specified Jurisdiction, then reasonably requested by the Company shall cause such Domestic Majority Holders, or (iii) any Restricted Subsidiary that is not guarantees or otherwise becomes an obligor in respect of Indebtedness or other obligations under the LC Credit Agreement or any ABL Facility, or otherwise becomes an obligor in respect of any other third party Indebtedness for borrowed money of a Note Party in an aggregate principal amount in excess of $20.0 million, the Parent Guarantor to: shall (A) (1) execute with respect to any Guarantee provided pursuant to clause (i) or (ii) above, within 45 days or such later date as may be agreed by the Majority Holders, or (2) with respect to any Guarantee provided pursuant to clause (iii), contemporaneously with the provision of such Guarantee, cause such Restricted Subsidiary to (a) become a Guarantor by executing and deliver delivering to the Trustee a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee of Annex B pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on become a senior secured basis all of Guarantor with respect to the Company’s obligations under the Notes and this Indenture on Notes, upon the terms set forth and subject to the release provisions and other limitations in this Indenture; Article Fourteen, (2b) execute and deliver to the Collateral AgentAgent such opinions (including an opinion as to such Guarantor’s ability to guarantee the Indenture Obligations pursuant to such supplemental indenture and to grant Liens to secure the Indenture Obligations), amendments organizational and authorization documents, an Officers’ Certificate and such certificates substantially in the form delivered to the agent under the LC Credit Agreement or the applicable representative under such other third party indebtedness, and (c) deliver to the Collateral Agreements and take Agent such other actions as documents consistent with those documents delivered to the agent under the LC Credit Agreement or the applicable representative under such third party indebtedness, and (B) cause such Restricted Subsidiary to comply with Section 1017(b) within the applicable time periods prescribed therein (subject to the Applicable Collateral Limitations). (b) At any time, at its option, and with the consent of the Applicable Agent (such consent not to be unreasonably withheld or delayed), the Issuer may cause any Subsidiary of the Parent Guarantor to (i) become a Guarantor by delivering to the Trustee and Collateral Agent deems reasonably necessary a duly executed supplemental indenture (which the Trustee and Collateral Agent shall countersign in order accordance herewith) and (ii) deliver to the Trustee and Collateral Agent such opinions (including an opinion as to such Guarantor’s ability to Guarantee the Obligations and, if applicable, to grant Liens to secure the Collateral AgentIndenture Obligations), for the benefit organizational and authorization documents and certificates of the Holders, a perfected Lien type delivered on the Initial Issuance Date or in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the connection with any applicable Collateral Agreements, by law or Documents as may be reasonably requested by the Collateral Agent; Applicable Agent (3any such Subsidiary, an “Added Guarantor”). The Parent Guarantor shall cause such Added Guarantor to comply with Section 1017(b) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by within the Trustee to effectuate the foregoing; and applicable time periods prescribed therein (4) deliver subject to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Applicable Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureLimitations).

Additional Guarantees. If the Company or (i) The Issuer will not permit any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then directly or indirectly, to guarantee, assume or in any other manner become liable for the Company payment of (i) any indebtedness under the Senior Revolving Credit Facilities Agreement or (ii) any Public Debt of the Issuer or any Guarantor (other than the Notes), in each case in excess of $120.0 million (or the equivalent in other currencies) in aggregate principal amount, unless: (1) such Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Guarantee of payment of the Notes by such Subsidiary on the same terms as the guarantee of such indebtedness; and (2) with respect to any guarantee of subordinated indebtedness by such Subsidiary, any such guarantee shall be subordinated to such Subsidiary's Guarantee with respect to the Notes at least to the same extent as such subordinated debt is subordinated to the Notes. (ii) In addition, the Issuer shall cause such Domestic Restricted each Material Subsidiary that is not a Guarantor to: (1as determined based on the audited annual reports referred to below) and which has become a borrower under the Senior Revolving Credit Facilities Agreement or has guaranteed any indebtedness under the Senior Revolving Credit Facilities Agreement, to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto providing for such Material Subsidiary's Guarantee on the same terms and substance reasonably satisfactory conditions as those applicable to the Guarantors under the Indenture, within 30 days of delivery of the Issuer's audited annual reports to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute , and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) will deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding a legally valid and enforceable obligations of such Domestic Restricted Subsidiary obligation (subject to customary qualifications and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiaryexceptions). Thereafter, such Domestic Restricted Material Subsidiary shall will be a Guarantor for all purposes of with respect to the Notes until such Material Subsidiary's Guarantee with respect to the Notes is released in accordance with this Indenture. (iii) If on any date following the Issue Date, the Notes have achieved Investment Grade Status and no Default or Event of Default has occurred and is continuing (a "Suspension Event"), then, beginning on that day and continuing until such time, if any, at which the Notes cease to have Investment Grade Status (the "Reversion Date"), Sections 4.07(a) and 4.07(b) will cease to be effective and will not be applicable to the Issuer and its Subsidiaries. Sections 4.07(a) and 4.07(b) and any related default provisions will again apply according to its terms from the first day on which a Suspension Event ceases to be in effect. Sections 4.07(a) and 4.07(b) will not, however, be of any effect with regard to actions of the Issuer properly taken during the continuance of the Suspension Event, and no action taken prior to the Reversion Date will constitute a Default or Event of Default. The Issuer or any of its Subsidiaries may honor without causing a Default or Event of Default, any contractual commitments or take actions in the future after any date on which the Notes cease to have an Investment Grade Status as long as the contractual commitments were entered into during the Suspension Event and not in anticipation of the Notes no longer having an Investment Grade Status. (iv) The obligations of each additional Guarantor under its Guarantee may be limited to an amount not to exceed the maximum amount that can be guaranteed by such Guarantor without resulting in its obligations under its Guarantee being voidable or unenforceable under applicable law (including those relating to fraudulent conveyance or transfer, corporate benefit or purpose, financial assistance, capital maintenance, voidable preference, thin capitalization or guidance and coordination or affecting the rights of creditors generally) or the maximum amount otherwise permitted by applicable law. (v) Notwithstanding the foregoing, the Issuer shall not be obligated to cause such Subsidiary to guarantee the Notes to the extent that the granting of such Guarantee could give rise to or result in: (1) any breach or violation of Applicable Law (including those relating to fraudulent conveyance or transfer, corporate benefit or purpose, financial assistance, capital maintenance, voidable preference, thin capitalization or guidance and coordination or affecting the rights of creditors generally); (2) any 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) significant costs, expenses, liability or obligations (including with respect to any Taxes) directly associated with the granting of such Guarantee (but excluding any reasonable guarantee or similar fee payable to the Issuer or a Guarantor) which are disproportionate to the benefit obtained by the Holders of Notes from such Guarantee in the good faith judgment of a responsible officer of the Issuer; provided, however, that the Issuer will procure that the relevant Subsidiary becomes a Guarantor at such time as such restriction would no longer apply to the providing of the Guarantee or no longer would prohibit such Subsidiary from becoming a Guarantor (or prevent the Issuer from causing such Subsidiary to become a Guarantor).

Additional Guarantees. If (a) The Company will not permit any of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees the Senior Credit Facilities or other capital markets debt securities of the Company or any of its Restricted Subsidiaries organizeGuarantor), acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not other than a Guarantor, then a Receivables Subsidiary or an Excluded Subsidiary, to guarantee the payment of (i) any Credit Facility permitted under Section 4.09(b)(1) or (ii) capital markets debt securities of the Company shall cause such Domestic Restricted Subsidiary that is not a or any other Guarantor toin an aggregate principal amount in excess of $200,000,000 unless: (1) execute such Restricted Subsidiary within 60 days executes and deliver to the Trustee delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Guarantor, if such Indebtedness is by its express terms subordinated in form and substance reasonably satisfactory right of payment to the Trustee pursuant to which Notes or such Domestic Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall unconditionally guarantee on a senior secured basis all be subordinated in right of payment to such Guarantee substantially to the Company’s obligations under same extent as such Indebtedness is subordinated to the Notes and this Indenture on the terms set forth in this Indenture;Notes; and (2) execute such Restricted Subsidiary waives and deliver to the Collateral Agent, amendments to the Collateral Agreements and will not in any manner whatsoever claim or take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the HoldersCompany or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent;Restricted Subsidiary. (3b) take such further action and execute and deliver such other documents specified The Company may elect, in this Indenture or its sole discretion, to cause any Subsidiary that is not otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorizeda Guarantor to become a Guarantor, executed and delivered by in which case such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall not be a Guarantor for all purposes of this Indenturerequired to comply with the 60 day period described in Section 4.15(a)(1).

Additional Guarantees. If If, from and after the Escrow Release Date, the Company or any of its Restricted Subsidiaries organize, acquire acquires or creates another Restricted Subsidiary and in either case such Restricted Subsidiary guarantees or otherwise create or invest in another Person that is or becomes a Domestic borrower with respect to any Indebtedness under the Credit Agreement, then that Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not will become a Guarantor to: (1) execute and deliver to the Trustee by executing a supplemental indenture in substantially the form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute Indenture and deliver delivering it to the Collateral AgentTrustee as soon as reasonably practicable, amendments but in any event, within 30 days of the date on which it guaranteed or otherwise became a borrower with respect to such Indebtedness, it being understood that all subsidiaries of the Company in existence on the Escrow Release Date (including all Exterran Entities) will not be subject to this Section 4.17. Notwithstanding the preceding, any Guarantee of a Restricted Subsidiary of the Company that was incurred pursuant to this Section 4.17 will be released in the circumstances described under Section 10.04. Each Person that becomes a Guarantor after the Escrow Release Date pursuant to this Section 4.17 shall, within the time periods specified in Article 12 (and subject to Section 10.05) also become a party to the Collateral Agreements applicable Security Documents and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and shall execute and deliver such security instruments, financing statements, mortgages, deeds of trust, control agreements and other documents specified required agreements in this Indenture or otherwise reasonably requested by scope and form as may be necessary to vest in the Trustee Collateral Agent a perfected security interest (subject in priority only to effectuate the foregoing; Permitted Prior Liens and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments pursuant to the Collateral Agreements Agent Agreement, Liens securing Priority Obligations) in properties and any other documents assets that constitute Collateral, as security for such Guarantor’s Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary Collateral shall be a Guarantor for all purposes of this Indenturedeemed to relate to such properties and assets to the same extent and with the same force and effect.

Additional Guarantees. If (a) The Company will not permit any of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees any Indebtedness referred to in clause (i) or (ii) below of the Company or any of its Restricted Subsidiaries organizeGuarantor), acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not other than a Guarantor, then a Receivables Subsidiary or an Excluded Subsidiary, to guarantee the payment of (i) any Credit Facility permitted under Section 4.09(b)(1) or (ii) capital markets debt securities of the Company shall cause such Domestic Restricted Subsidiary that is not a or any other Guarantor toin an aggregate principal amount in excess of $200,000,000 unless: (1) execute such Restricted Subsidiary within sixty (60) days executes and deliver to the Trustee delivers a supplemental indenture substantially in the form of Exhibit D providing for a Guarantee by such Restricted Subsidiary and substance reasonably satisfactory joinders to the Trustee pursuant Equal Priority Intercreditor Agreement, any Junior Priority Intercreditor Agreement or any other Customary Intercreditor Agreement and applicable Security Documents or new intercreditor agreements and Security Documents, together with any actions, filings and agreements to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under extent required by (and within the Notes and this Indenture on the terms time periods as set forth in this Indenture; (2in) execute and deliver the Security Documents to create or perfect the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, security interests for the benefit of the Holders, a perfected Lien Holders in the assetsCollateral of such Subsidiary, including except that with respect to a guarantee of Indebtedness of the filing Company or any Guarantor, if such Indebtedness is by its express terms subordinated in right of UCC financing statements payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such jurisdictions Guarantee substantially to the same extent as may be required by such Indebtedness is subordinated to the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoingNotes; and (42) deliver to such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the Trustee an Opinion benefit or advantage of, any rights of Counsel that such supplemental indenture and Note Guaranteereimbursement, and amendments to the Collateral Agreements and indemnity or subrogation or any other documents rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be delivered have been duly authorizeda Guarantor to become a Guarantor, executed and delivered by in which case such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall not be a Guarantor for all purposes of this Indenturerequired to comply with the 60 day period described in Section 4.15(a)(1).

Additional Guarantees. If (x) the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then (other than an Immaterial Subsidiary) or (y) any Restricted Subsidiary of the Company shall cause such Domestic Restricted that was an Immaterial Subsidiary that is not a Guarantor tono longer satisfies the definition thereof, then: (1) in the case of the occurrence of any event described in clause (x) above, the Company and each applicable Restricted Subsidiary of the Company shall (a) execute and deliver to the Trustee such amendments to the Collateral Agreements as may be necessary or as the Trustee reasonably determines to be advisable to grant to the Trustee, for the benefit of itself and the Holders, a perfected security interest in the Capital Stock of such new Restricted Subsidiary and any debt securities of such new Restricted Subsidiary held by the Company or any of its Restricted Subsidiaries, subject to the Permitted Liens, which are owned by the Company or such Restricted Subsidiary and required to be pledged pursuant to the Collateral Agreements, (b) subject to the Intercreditor Agreement, deliver to the Trustee any certificates representing such Capital Stock and debt securities, together with (i) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such Restricted Subsidiary, as the case may be; and (2) in the case of the occurrence of any event described in clause (x) or (y) above, such other Restricted Subsidiary shall: (a) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indentureherein; (2b) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as may be necessary or as the Collateral Agent deems Trustee reasonably necessary in order determines to be advisable to grant to the Collateral AgentTrustee, for the benefit of itself and the Holders, a perfected Lien security interest in the assetsassets of such other Restricted Subsidiary, subject to the Permitted Liens and the Intercreditor Agreement, including the filing of UCC Personal Property Security Act (Alberta) financing statements and any other applicable personal property security filings or registrations in such jurisdictions as may be required by the Collateral Agreements, Agreements or by law or as may be reasonably requested by the Collateral AgentTrustee; (3c) take such further action and execute and deliver such other documents specified in this Indenture herein, the Collateral Agreements or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4d) deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets assets, Capital Stock and debt securities of such Domestic Restricted Subsidiary, subject to customary exceptions. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturehereof.

Additional Guarantees. If the The Company or shall not, and shall not permit any of its Restricted Subsidiaries organizeto, acquire or otherwise create or invest in acquire another Person Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary executes and delivers a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary; provided, however, that such Domestic Restricted Subsidiary need not execute and deliver such a supplemental indenture for so long as such Domestic Restricted Subsidiary is or becomes an Immaterial Domestic Restricted Subsidiary; provided, further, however, that the Company shall cause a Domestic Restricted Subsidiary that is was an Immaterial Domestic Restricted Subsidiary but has ceased to qualify as an Immaterial Domestic Restricted Subsidiary to execute and deliver a supplemental indenture to the Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Domestic Restricted Subsidiary no later than 20 business days after the end of the most recently ended fiscal quarter of the Company in which such Domestic Restricted Subsidiary ceased to be an Immaterial Domestic Restricted Subsidiary; provided, further, however, that if at any time, Domestic Restricted Subsidiaries that are not a GuarantorGuarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company or more than 5% of Consolidated EBITDA of the Company for the period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company, then the Company shall cause one or more such Domestic Restricted Subsidiary Subsidiaries to become Guarantors (notwithstanding that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 business days after the end of the Company’s obligations under most recently ended fiscal quarter in which such requirement was triggered, such that the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required foregoing condition ceases to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenturetrue.

Additional Guarantees. If (a) If, after the Company Issue Date, (a) the Issuer or any of its Restricted Subsidiaries organize, acquire Subsidiary acquires or otherwise create or invest in another Person that is or becomes creates a Domestic Restricted Subsidiary that guarantees any Indebtedness or other Obligation under any Credit Agreement (other than a Subsidiary that has been designated an Unrestricted Subsidiary), (b) any Unrestricted Subsidiary that is not a GuarantorDomestic Subsidiary that guarantees any Indebtedness or other Obligation under any Credit Agreement is redesignated a Restricted Subsidiary, then or (c) if the Company proviso in the definition of “Domestic Subsidiary” shall cease to apply with respect to Inverness Medical Investments, LLC, BBI Research, Inc. or Seravac USA Inc. such that any such Subsidiary shall become a Domestic Subsidiary (and provided that such Domestic Subsidiary is a Restricted Subsidiary and guarantees any Indebtedness or other Obligations under any Credit Agreement), then, in each such case, the Issuer shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) to execute and deliver to the Trustee a supplemental indenture in the form and substance reasonably satisfactory of Exhibit B attached to the Trustee this Indenture, pursuant to which such Domestic Restricted Subsidiary shall unconditionally and irrevocably guarantee on a senior secured basis all of the CompanyIssuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (b) Notwithstanding Section 4.13(a), a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under its Guarantee and this Indenture under the circumstances set forth in Section 11.04.

Additional Guarantees. (a) If the Company Parent or any of its Restricted Subsidiaries organize, shall acquire or otherwise create or invest in another Person that is or becomes a Wholly Owned Domestic Restricted Subsidiary that is not a Guarantor(other than an Excluded Subsidiary) after the date of this Indenture, then the Company shall within 30 days thereafter, Parent will cause such Wholly Owned Domestic Restricted Subsidiary that is not a Guarantor to: (1) to execute and deliver to the Trustee a supplemental indenture to this Indenture, Collateral Documents (or supplements or counterparts thereto) and an acknowledgment to any Intercreditor Agreement then in form and substance reasonably satisfactory to the Trustee effect pursuant to which such Wholly Owned Domestic Restricted Subsidiary shall unconditionally will (A) guarantee on a senior secured basis all payment of the Company’s obligations under the Notes and this Indenture all other Notes Obligations on the same terms and conditions as those set forth in this Indenture; , (2B) execute and deliver to xxxxx x Xxxx on such of its assets (other than Excluded Assets) of the type that would constitute Collateral Agent, amendments to the Collateral Agreements and take such other actions as in favor of the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien Noteholder Secured Parties as security for the Notes and all other Notes Obligations on terms and conditions similar to those set forth in the assetsother Collateral Documents then existing and (C) agree to acknowledge, including and agree to comply with, the filing terms of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by Documents and the Collateral Agent; (3) take such further action and execute and deliver such other documents specified Intercreditor Agreements then in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and effect. If any other documents required to be delivered have been duly authorized, executed and delivered by such Wholly Owned Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted ceases to be an Excluded Subsidiary. Thereafter, such Wholly Owned Domestic Restricted Subsidiary shall be required to become a Guarantor for all purposes of this Indenturewithin 30 days after the date on which financial statements showing that such Restricted Subsidiary has ceased to be an Excluded Subsidiary are first required to be delivered to the Holders under Section 3.10. (b) Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary shall only be required to comply with the 30-day period described in Section 3.7(a).

Additional Guarantees. If (i) at the Company or time of delivering any of its report under Section 703(a)(1), any Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person Subsidiary that does not constitute a Guarantor is or becomes a Domestic Material Specified Subsidiary that is organized in a Specified Jurisdiction, (ii) with respect to any Restricted Subsidiary that does not constitute a Guarantor and is not a Guarantororganized in an Initial Specified Jurisdiction, then reasonably requested by the Company shall cause such Domestic Majority Holders or (iii) any Restricted Subsidiary that is not Guarantees or otherwise becomes an obligor in respect of Indebtedness or other obligations under the LC Credit Agreement or any other third party Indebtedness for borrowed money of a Note Party, or any Credit Facility incurred under Section 1008(1), in an aggregate principal amount in excess of $20,000,000, the Parent Guarantor to: shall (A) (1) execute with respect to any Guarantee provided pursuant to clause (i) or (ii) above, within 45 days (or, in the case of clause (ii), with respect to any Restricted Subsidiary specified in Annex E, on or before the applicable date set forth on such Annex E) in either case, such later date as may be agreed by the Majority Holders, or (2) with respect to any Guarantee provided pursuant to clause (iii), contemporaneously with the provision of such Guarantee, cause such Restricted Subsidiary to (a) become a Guarantor by executing and deliver delivering to the Trustee a supplemental indenture substantially in the form and substance reasonably satisfactory to the Trustee of Annex B pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on become a senior secured basis all of Guarantor with respect to the Company’s obligations under the Notes and this Indenture on Notes, upon the terms set forth and subject to the release provisions and other limitations in this Indenture; Article Fourteen, (2b) execute and deliver to the Collateral AgentAgent such opinions (including an opinion as to such Guarantor’s ability to guarantee the Indenture Obligations pursuant to such supplemental indenture and to grant Liens to secure the Indenture Obligations), amendments organizational and authorization documents, an Officers’ Certificate and such certificates substantially in the form delivered to the Collateral Agreements and take agent under the LC Credit Agreement or the applicable representative under such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agentthird party indebtedness, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; and (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4c) deliver to the Trustee an Opinion of Counsel that Collateral Agent such supplemental indenture and Note Guaranteeother documents consistent with those documents delivered to the agent under the LC Credit Agreement or the applicable representative under such third party indebtedness, and amendments (B) cause such Restricted Subsidiary to comply with Section 1017(b) within the applicable time periods prescribed therein (subject to the Applicable Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureLimitations).

Additional Guarantees. If the Company (1) any Obligor transfers or causes to be transferred, in one transaction or a series of related transactions, any Collateral to any Subsidiary that, following such transaction or series of its Restricted Subsidiaries organizerelated transactions, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted or (2) if any Subsidiary that is a "significant subsidiary" (as defined in Rule 1-02(w) of Regulation S-X promulgated by the Commission) is not at such time a Guarantor toGuarantor, then such transferee or significant subsidiary shall: (1a) execute and deliver to the Trustee Noteholders an agreement to be bound as a supplemental indenture Guarantor pursuant to this Agreement in the form and substance reasonably satisfactory to the Trustee set forth in Exhibit D pursuant to which such Domestic Restricted Subsidiary shall agree to unconditionally guarantee on a senior subordinated secured basis all of the Company’s Issuer's obligations under the Notes and this Indenture Agreement on the terms set forth in this IndentureAgreement; (2b) execute and deliver to the Collateral Agent, Noteholders such amendments to the Collateral Agreements and Security Documents as the Noteholders deem necessary or advisable in order to make such Subsidiary a party to such instruments as applicable; (c) take such other actions as the Collateral Agent deems reasonably necessary in order or advisable to grant to the Collateral Agent, Agent for the benefit of the Holders, Noteholders a perfected Lien in the assetssecurity interest, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral AgentSecurity Documents; (3d) take such further action and execute and deliver such other documents specified in this Indenture Agreement or otherwise reasonably requested by the Trustee Collateral Agent to effectuate the foregoing; and (4e) deliver to the Trustee Noteholders an Opinion opinion of Counsel counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements Guarantee and any other documents required to be delivered (i) have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary Subsidiary, (ii) comply with the applicable requirements of this Section 6.1.8 and (iii) constitute legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens liens in the assets of such Domestic Restricted SubsidiaryCollateral as provided for in this Agreement. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureAgreement.

Additional Guarantees. If (i) the Company or any of its Restricted Subsidiaries organizeshall, acquire after the date hereof, transfer or otherwise create cause to be transferred, including by way of any Investment, in one or invest a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in another Person that is or becomes a Domestic good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary that is not a GuarantorSubsidiary Guarantor or a foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million, or (iii) any Restricted Subsidiary other than a foreign Subsidiary shall incur Acquired Debt in excess of $1.0 million, then the Company shall shall, at the time of such transfer, acquisition or incurrence, (A) cause such Domestic transferee, acquired Restricted Subsidiary that is or Restricted Subsidiary incurring Acquired Debt (if not then a Guarantor to: (1Subsidiary Guarantor) to execute and deliver to a Note Guarantee of the Trustee a supplemental indenture Obligations of the Company under the Notes in the form and substance reasonably satisfactory substantially similar to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes EXHIBIT D hereto and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4B) deliver to the Trustee an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, Guarantee is a valid, binding and enforceable obligations obligation of such Domestic transferee, acquired Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic or Restricted Subsidiary shall be incurring Acquired Debt, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Guarantor for all purposes Restricted Investment in any Wholly Owned Restricted Subsidiary of the Company without compliance with this IndentureSection 4.19, provided that such Restricted Investment is permitted by Section 4.07 hereof.

Additional Guarantees. If The Company will not permit any of its Domestic Subsidiaries that is a Wholly-Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non-Wholly-Owned Subsidiary guarantees other capital markets debt securities of the Company or a Guarantor), other than the Subsidiary Guarantors, a Receivables Subsidiary or an Excluded Subsidiary, to guarantee the payment in excess of the greater of $40.0 million and 5.0% of the Consolidated Total Assets of (i) Indebtedness under any Credit Facility or (ii) capital markets Indebtedness of the Company or any of its Restricted Subsidiaries organizeGuarantor (the Indebtedness in clauses (i) and (ii), acquire or otherwise create or invest in another Person that is or becomes a Domestic collectively “Specified Indebtedness”), unless such Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute within 30 days executes and deliver to the Trustee delivers a supplemental indenture in to this Indenture, the form of which is attached as Exhibit D, providing for a Guarantee by such Restricted Subsidiary and substance reasonably satisfactory joinders to the Trustee pursuant Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of create or perfect the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, security interests for the benefit of the Holders, a perfected Lien Holders in the assetsCollateral of such Subsidiary, including except that with respect to a guarantee of Indebtedness of the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law Company or as may be reasonably requested by the Collateral Agent;any Guarantor if: (3a) take the Notes or such further action and execute and deliver Guarantor’s Guarantee are subordinated in right of payment to such other documents specified in this Indenture or otherwise reasonably requested by Indebtedness, the Trustee Guarantee under the supplemental indenture shall be subordinated to effectuate such Restricted Subsidiary’s guarantee with respect to such Indebtedness substantially to the foregoingsame extent as the Notes are subordinated to such Indebtedness; and (4b) deliver such Indebtedness is by its express terms subordinated in right of payment to the Trustee an Opinion of Counsel that Notes or such supplemental indenture and Note Guarantor’s Guarantee, and amendments any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the Collateral Agreements and same extent as such Indebtedness is subordinated to the Notes; provided that this ‎Section 4.15 shall not be applicable to any other documents required to be delivered have been duly authorized, executed and delivered by guarantee of any Restricted Subsidiary that existed at the time such Domestic Person became a Restricted Subsidiary and constitute legalwas not incurred in connection with, validor in contemplation of, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Person becoming a Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Guarantees. If (a) The Issuer will not cause or permit the Company Issuer or any of its Restricted Subsidiaries organize, acquire or otherwise create or invest in another Person that is or becomes a Domestic Restricted Subsidiary that is not a Guarantor, then directly or indirectly, to guarantee any Indebtedness of the Company Issuer or any Guarantor under any Credit Facilities or any other Public Debt unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the Note Guarantee by such Restricted Subsidiary (an “Additional Guarantee”) which Note Guarantee will be on the same terms and conditions as those set forth in this Indenture and either pari passu with or senior to such Restricted Subsidiary’s guarantee of such other Indebtedness. Any Restricted Subsidiary other than the Guarantors as of the Issue Date that guarantee the Notes shall be referred to as a “Additional Guarantor” hereunder. (b) Each Additional Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purposes, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Notwithstanding the foregoing, the Issuer shall not be obligated to cause such Domestic Restricted Subsidiary to guarantee the Notes to the extent and for so long as the incurrence of such Note Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the Officers, directors or (except in the case of a Restricted Subsidiary that is not a Guarantor to: partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) execute of this paragraph undertaken in connection with, such Note Guarantee, which in any case under any of clauses (1), (2) and deliver (3) of this paragraph cannot be avoided through measures reasonably available to the Trustee Issuer or a supplemental indenture in form and substance reasonably satisfactory Restricted Subsidiary. (d) The Issuer will cause Maccaferri (Malaysia) SDN BHD to guarantee the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee Notes on a senior secured basis all on or about the Issue Date, but in no event later than ten Business Days from the date upon which the Central Bank of Malaysia approves the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) execute and deliver to the Collateral Agent, amendments to the Collateral Agreements and take such other actions as the Collateral Agent deems reasonably necessary in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Agreements, by law or as may be reasonably requested by the Collateral Agent; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Note Guarantee, and amendments to the Collateral Agreements and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legal, valid, binding and enforceable obligations giving of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureguarantee.