Common use of Additional Guarantees Clause in Contracts

Additional Guarantees. 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lien.

Additional Guarantees. The Issuers Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another 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; provided further, however, that the Company will cause within ten Business Days any a Domestic Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor that was an Immaterial Domestic Restricted Subsidiary if the Fair Market Value of such Non-Guarantor but has ceased to qualify as an Immaterial Domestic 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) Subsidiary to execute and deliver a supplemental indenture in the form of Exhibit D to this Indenture, providing for a Guarantee senior subordinated 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and a joinder agreement related 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 Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the Security Documents, providing aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for a pledge which financial statements are available or more than 5% of its assets as Collateral Consolidated EBITDA of the Company for the Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. The Issuers Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another 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 a Securitization Entity; provided further, however, that the Company will cause within ten Business Days any a Domestic Restricted Subsidiary formed that has ceased to qualify as an Immaterial Domestic Restricted Subsidiary 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 to this Indenture, providing for a Guarantee senior subordinated 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and 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 joinder agreement related to Securitization Entity, as applicable; 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 Security Documents, providing aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for a pledge which financial statements are available or more than 5% of its assets as Collateral Consolidated EBITDA of the Company for the Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. The Issuers Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another 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 an Immaterial Domestic Restricted Subsidiary; provided further, however, that the Company will cause within ten Business Days any a Domestic Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor that was an Immaterial Domestic Restricted Subsidiary if the Fair Market Value of such Non-Guarantor but has ceased to qualify as an Immaterial Domestic 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) Subsidiary to execute and deliver a supplemental indenture in to the form of Exhibit D Indenture, providing for a Guarantee senior subordinated 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and a joinder agreement related 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 Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the Security Documents, providing for a pledge aggregate more than 5% of its assets Total Assets as Collateral 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 Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 business days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. The Issuers will cause within ten Business Days Prior to a Fall-Away Event, if any Domestic Restricted Subsidiary formed or acquired after the Issue Date (other than any Securitization Subsidiary that has entered into or established a Foreign SubsidiaryPermitted Securitization Program), 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 whether existing on the date of this Indenture or hereafter acquired or formed by the creation ofCompany, acquisition incurs any Indebtedness (other than intercompany Indebtedness and Intercompany Bonds between or among such Domestic Restricted Subsidiary and the Company or any of or Investment in a Non-Guarantor its Restricted SubsidiarySubsidiaries), exceeds $30.0 millionincluding without limitation, any Guaranteed Indebtedness contemplated by Section 5.17 hereof, then the Company shall causecause any such Domestic Restricted Subsidiary to, within ten Business Days after of the date on which any such dateDomestic Restricted Subsidiary became so obligated, one or more of such Non-Guarantor Restricted Subsidiaries to similarly (a) execute and deliver to the Trustee a supplemental indenture in form and substance reasonably satisfactory to the form Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee, on a senior unsecured basis, all of Exhibit D providing for a Guarantee of the Company’s obligations under the Notes and a supplement this Indenture (including the payment of principal, premium, if any, and interest on the Notes) on the terms set forth herein and therein and (b) deliver to the applicable Security Documents in order Trustee an Opinion of Counsel that, subject to xxxxx x Xxxx in the Collateral owned customary assumptions and exclusions, such supplemental indenture has been duly executed and delivered by such Restricted Subsidiary. Any Domestic Restricted Subsidiary that becomes a Guarantor 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 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 obligation to perfect such Lien. In addition, the Company will not permit any Non-Guarantor Restricted provide a Subsidiary Guarantee under Section 5.17 or otherwise pursuant to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lienthis Section no longer exist.

Additional Guarantees. The Issuers will cause within ten Business Days If (x) the Borrower acquires or creates any Restricted Subsidiary formed (including by merger) or acquired after the Issue Date (other than designates any Unrestricted Subsidiary as 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 and such Restricted Subsidiary is not a Foreign Subsidiary or a Receivables Subsidiary or (y) any Restricted Subsidiary guarantees or becomes an obligor under the Fair Market Value of all other Non-Guarantor Senior Secured Credit Agreement, the Borrower shall cause such Restricted Subsidiaries, as of such date, does not exceed in the aggregate $30.0 millionSubsidiary to (i) to execute and deliver a supplemental indenture to the Administrative Agent an amendment to this Agreement in form reasonably satisfactory to the form of Exhibit D providing for a Guarantee Administrative Agent pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Notes Borrower's obligations under the Loans and supplements this Agreement on the terms set forth in this Agreement and (ii) deliver to the applicable Security Documents in order Administrative Agent an opinion of counsel, subject to xxxxx x Xxxx in customary exceptions to the Collateral owned effect that such amendment has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary; provided that no such action will be required by any new Restricted Subsidiary (that is not a Wholly Owned Restricted Subsidiary) to the extent required by 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 Security Documents purpose of avoiding the requirements of this Section 6.09 and take all actions required by the Security Documents restrictions contained therein are no more adverse to perfect the Borrower and its Subsidiaries than to the other equity owners in such Liennew Restricted Subsidiary. In addition, each new Restricted Subsidiary that is required to the extent the collective Fair Market Value execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the Company’s Non-Guarantor type described in Section 3 as such new Restricted SubsidiariesSubsidiary would have had to deliver if such new Restricted Subsidiary were a Credit Party on the Borrowing Date. Thereafter, 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 shall be a Subsidiary Guarantor for all purposes 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lienthis Agreement.

Additional Guarantees. The Issuers Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another 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 an Immaterial Domestic Restricted Subsidiary; provided further, however, that the Company will cause within ten Business Days any a Domestic Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor that was an Immaterial Domestic Restricted Subsidiary if the Fair Market Value of such Non-Guarantor but has ceased to qualify as an Immaterial Domestic 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) Subsidiary to execute and deliver a supplemental indenture in to the form of Exhibit D Indenture, providing for a Guarantee senior subordinated 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and a joinder agreement related 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 Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the Security Documents, providing aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for a pledge which financial statements are available or more than 5% of its assets as Collateral Consolidated EBITDA of the Company for the Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. The Issuers Borrower will cause within ten Business Days (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 Issue Closing Date (which, for the purposes of this Section 5.15, shall include any existing Subsidiary that ceases to be an Unrestricted Subsidiary) and (b) any non-Wholly Owned Restricted Subsidiary of the Borrower that guarantees any capital markets debt securities or term Indebtedness of any Loan Party, in each case, not later than twenty Business Days after such formation or acquisition or issuance of guarantee, to (i) execute and deliver (x) the Guaranty (or a supplement or joinder thereto in the form attached thereto or otherwise reasonable acceptable to the Administrative Agent) in favor of the Guaranteed Parties and the Security Agreement (or a supplement or joinder thereto in the form attached thereto or otherwise reasonable acceptable to the 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 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 agreement in accordance with all applicable Law, including the delivery to the Collateral Agent of the certificates, if any, representing all of the Equity Interests of such Subsidiary, together with undated stock powers duly executed in blank, filing of financing statements in such jurisdictions as may be reasonably requested by the Administrative Agent or the Collateral Agent; provided that a Domestic Subsidiary (other than a Foreign SubsidiaryCFC Holding Company) is not required to comply with this Section 5.15 (each, a Securitization Entity and any “Non-Guarantor Restricted Subsidiary if Subsidiary”) to the Fair Market Value of extent that such Non-Guarantor Restricted Subsidiary’s Consolidated Total Assets, taken together with the Fair Market Value Consolidated Total Assets of all other Nonthen-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 existing Non-Guarantor Restricted Subsidiaries that have not complied with the foregoing covenant pursuant to similarly execute this proviso (and deliver any other Domestic Subsidiary (other than a supplemental indenture in CFC Holding Company) that is not a Guarantor), at the form time 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 formation or acquisition, does not exceed $30.0 million and take all actions required by 5%, in the Security Documents to perfect such Lien. In additionaggregate, the Company will not permit any Non-Guarantor Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company Consolidated EBITDA or any other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee Consolidated Total Assets of the Notes by such Non-Guarantor Restricted Subsidiary and a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such LienBorrower.

Additional Guarantees. The Issuers will cause within ten Business Days any Restricted Subsidiary formed or acquired after the Issue Date If (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 millioni) 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 other Guarantor unless such Non-Guarantor of its Restricted Subsidiaries shall, after the date hereof, 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 simultaneously delivers that is not a supplemental indenture Subsidiary 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, at the time of such transfer, acquisition or incurrence, (A) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company under the Notes in the form and substance substantially similar to EXHIBIT D hereto and (B) deliver to the Trustee an Opinion of Exhibit D providing Counsel, in form reasonably satisfactory to the Trustee, that such Note 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, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Guarantee 52 61 Restricted Investment in any Wholly Owned Restricted Subsidiary of the Notes Company without compliance with this Section 4.19, provided that such Restricted Investment is permitted by such Non-Guarantor Restricted Subsidiary and a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such LienSection 4.7 hereof.

Additional Guarantees. The Issuers will cause Company shall cause, within ten Business Days any Restricted Subsidiary formed or acquired 20 business days after the Issue Date (other than a Foreign SubsidiaryDate, a Securitization Entity and any Non-Guarantor Restricted Subsidiary if each of 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) Cobham Subsidiaries to execute and deliver a supplemental indenture in the form of Exhibit D to this Indenture, providing for a Guarantee senior subordinated guarantee of payment of the Notes and supplements to the applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Cobham Subsidiary. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another 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 a domestic subsidiary of a Foreign Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary that has ceased to qualify as an Immaterial Domestic Restricted Subsidiary, a Securitization Entity or a domestic subsidiary of a Foreign 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 to this Indenture, providing for a Guarantee senior subordinated 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and 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 joinder agreement related to 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 Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the Security Documents, providing aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for a pledge which financial statements are available or more than 5% of its assets as Collateral Consolidated EBITDA of the Company for the Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. The Issuers will cause within ten Business Days any Each of the Restricted Subsidiary formed or acquired Subsidiaries that is a borrower under the Senior Credit Facilities shall initially Guarantee the Notes. If after the Issue Date (any other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor Restricted Subsidiary if is a borrower under or guarantees the Fair Market Value of Senior Credit Facilities or any other Indebtedness incurred pursuant to Section 4.10(b)(1) hereof, then such Non-Restricted Subsidiary shall (a) become a Guarantor Restricted Subsidiary, together with the Fair Market Value of all other Non-Guarantor Restricted Subsidiaries, as of such date, does not exceed pursuant to a supplemental indenture to this Indenture substantially in the aggregate $30.0 million) to form attached as Exhibit D hereto and execute and deliver joinders to the Intercreditor Agreements and the Guarantee and Collateral Agreement, in each case within 30 Business Days of the date on which such Restricted Subsidiary first becomes a supplemental indenture borrower under or guarantees such Indebtedness and (b) within the time periods permitted under the Security Documents, create or perfect the security interests in the form of Exhibit D providing for a Guarantee favor of the Notes and supplements to Collateral Agent for the applicable Security Documents in order to xxxxx x Xxxx benefit of the Secured Parties in the Collateral owned by of such Restricted Subsidiary to the extent required by this Indenture. If no such Indebtedness is outstanding, the Security Documents and take all actions Notes shall be required to be guaranteed in the future by the Security Documents then-existing Guarantors and, additionally, any other Restricted Subsidiary that is a Wholly-Owned Subsidiary that is a Domestic Subsidiary and constitutes a Significant Subsidiary of the Issuer and each such Subsidiary will comply with the requirements of clauses (a) and (b) above. Notwithstanding any of the foregoing to perfect the contrary, in no event will (x)(i) any CFC, (ii) any direct or indirect Subsidiary of a CFC or (iii) any CFC Holdco or (y) any Broadcast License Subsidiary be required to Guarantee the Notes unless any such Lienentity is a borrower under or guarantees the Senior Credit Facilities. In additionThe Issuer may elect, in its sole discretion, to the extent the collective Fair Market Value of the Company’s Non-cause any Subsidiary that is not otherwise required to be a Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in to become 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such LienGuarantor.

Additional Guarantees. The Issuers will cause within ten Business Days any Restricted Subsidiary formed or acquired after the Issue Date If (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 millioni) 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 other Guarantor unless such Non-Guarantor of its Restricted Subsidiaries shall, after the date hereof, 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 simultaneously delivers that is not a supplemental indenture Subsidiary 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, at the time of such transfer, acquisition or incurrence, (A) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company under the Notes in the form and substance substantially similar to EXHIBIT D hereto and (B) deliver to the Trustee an Opinion of Exhibit D providing Counsel, in form reasonably satisfactory to the Trustee, that such Note 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, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Guarantee 52 69 Restricted Investment in any Wholly Owned Restricted Subsidiary of the Notes Company without compliance with this Section 4.19, provided that such Restricted Investment is permitted by such Non-Guarantor Restricted Subsidiary and a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such LienSection 4.7 hereof.

Additional Guarantees. The Issuers will 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), including without limitation, any Guaranteed Indebtedness contemplated by Section 4.18 hereof, then the Company shall cause any such Domestic Restricted Subsidiary to, within ten Business Days of the date on which any such Domestic Restricted Subsidiary formed or acquired after the Issue Date became so obligated, (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 milliona) to execute and deliver to the Trustee a supplemental indenture in form and substance substantially in the form of Exhibit D providing for a Guarantee of the Notes E attached hereto and supplements reasonably satisfactory to the applicable Security Documents in order Trustee pursuant to xxxxx x Xxxx in the Collateral owned by which such Domestic Restricted Subsidiary to the extent required by the Security Documents and take shall unconditionally guarantee, on a senior subordinated unsecured basis, 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 obligations under the Notes and a supplement this Indenture (including the payment of principal, premium, if any, and interest on the Notes) on the terms set forth herein and therein and (b) deliver to the applicable Security Documents in order Trustee an Opinion of Counsel that, subject to xxxxx x Xxxx in the Collateral owned customary assumptions and exclusions, such supplemental indenture has been duly executed and delivered by such Restricted Subsidiary. Any Domestic Restricted Subsidiary that becomes a Guarantor 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 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 obligation to perfect such Lien. In addition, the Company will not permit any Non-Guarantor Restricted provide a Subsidiary Guarantee under Section 4.18 or otherwise pursuant to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lienthis Section no longer exist.

Additional Guarantees. The Issuers will cause within ten 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 ten 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lien.

Additional Guarantees. The Issuers will cause Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary, within ten 20 Business Days any 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 formed or acquired after the Issue Date (other than need not execute and deliver such a Foreign supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary, a Securitization Entity and any Non-Guarantor or a domestic subsidiary of a Foreign Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary if the Fair Market Value of such Non-Guarantor that has ceased to qualify as an Immaterial Domestic Restricted Subsidiary, together with the Fair Market Value a Securitization Entity or a domestic subsidiary of all other Non-Guarantor a Foreign Restricted Subsidiaries, as of such date, does not exceed in the aggregate $30.0 million) Subsidiary to execute and deliver a supplemental indenture in the form of Exhibit D to this Indenture, providing for a Guarantee senior 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and 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 joinder agreement related to 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 Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the Security Documents, providing aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for a pledge which financial statements are available or more than 5% of its assets as Collateral Consolidated EBITDA of the Company for the Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. The Issuers If the Parent or any of its Restricted Subsidiaries acquires or creates another Material Domestic Subsidiary after the Issue Date, or 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 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 ten 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 Subsidiary formed or acquired after Subsidiaries as of the Issue Date (other than or any production licenses issued in respect thereof) are transferred to a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor Restricted Subsidiary if the Fair Market Value of Parent that is not a Subsidiary Guarantor, then such Restricted Subsidiary shall within 20 Business Days 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 transfer execute and deliver a supplemental indenture under which it shall become a Subsidiary Guarantor. The Parent or Company or Subsidiary Guarantor, as applicable, will provide Opinions of Counsel and Officers’ Certificates specified in the form of Exhibit D providing for a Guarantee of the Notes and supplements this Indenture with respect 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lienforegoing.

Additional Guarantees. The Issuers will cause within ten Business Days any Restricted Subsidiary formed (a) Upon the full repayment or acquired refinancing of the 2019 Notes after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor Restricted i) each Domestic Subsidiary if of the Fair Market Value Company that has outstanding Indebtedness or has outstanding guarantees of Indebtedness in an aggregate principal amount of such Non-Guarantor Restricted Subsidiary, together with Indebtedness or such guarantee exceeding $15.0 million at the Fair Market Value of all other Non-Guarantor Restricted Subsidiaries, as time of such date, does not exceed in full repayment or refinancing of the aggregate $30.0 million) to execute and deliver 2019 Notes will become a Subsidiary Guarantor by executing a supplemental indenture in and delivering it to the form Trustee within 45 days of Exhibit D providing for a Guarantee such repayment or refinancing of the 2019 Notes and supplements to the applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted (ii) each Domestic 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 Company that incurs any Indebtedness 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 guarantees any Indebtedness of the Company or any other Subsidiary Guarantor unless in an aggregate principal amount of such Non-Indebtedness or such guarantee exceeding $15.0 million, will become a Subsidiary Guarantor Restricted Subsidiary simultaneously delivers by executing a supplemental indenture and delivering it to the Trustee within 45 days of the end of the fiscal quarter during which it guaranteed or incurred such other Indebtedness. Prior to the full repayment or refinancing of the 2019 Notes, each Domestic Subsidiary of the Company (other than SSO or a Subsidiary of SSO) that has outstanding Indebtedness or has guaranteed any Indebtedness of the Company or any Subsidiary Guarantor and the aggregate principal amount of Indebtedness incurred or guaranteed by such Restricted Subsidiary exceeds $15.0 million, then that Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture substantially in the form of Exhibit D providing Annex A hereto and delivering it to the Trustee within 45 days of the end of the fiscal quarter during which it guaranteed or incurred such other Indebtedness. The foregoing requirement does not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for a so long as they continue to constitute Unrestricted Subsidiaries. Any Subsidiary Guarantee of the Notes by such Non-Guarantor a Restricted Subsidiary and a joinder agreement related of the Company that was incurred pursuant to this Section 4.13 shall be subject to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents release and take all actions required by the Security Documents to perfect such Lienother provisions under Article 8 and Article 10 hereof.

Additional Guarantees. The Issuers will cause Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary, within ten 20 Business Days any 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 formed or acquired after the Issue Date (other than need not execute and deliver such a Foreign supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary, a Securitization Entity and any Non-Guarantor or a domestic subsidiary of a Foreign Restricted Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary if the Fair Market Value of such Non-Guarantor that has ceased to qualify as an Immaterial Domestic Restricted Subsidiary, together with the Fair Market Value a Securitization Entity or a domestic subsidiary of all other Non-Guarantor a Foreign Restricted Subsidiaries, as of such date, does not exceed in the aggregate $30.0 million) Subsidiary to execute and deliver a supplemental indenture in the form of Exhibit D to this Indenture, providing for a Guarantee senior subordinated 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and 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 joinder agreement related to 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 Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the Security Documents, providing aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for a pledge which financial statements are available or more than 5% of its assets as Collateral Consolidated EBITDA of the Company for the Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. (a) The Issuers Issuer will cause within ten Business Days each Restricted Subsidiary that Guarantees any Indebtedness of the Issuer or any of its Restricted Subsidiaries (other than any Foreign Subsidiary that solely Guarantees any Indebtedness of any other Foreign Subsidiary or any Restricted Subsidiary formed that Guarantees any Indebtedness of any Foreign Subsidiary incurred solely for working capital purposes and does not Guarantee any Indebtedness of the Issuer 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 Domestic 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 to the Trustee a supplemental indenture 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 will be required to unconditionally Guarantee the payment of the principal of, premium, if any, and interest on the Notes on a senior 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 form event any Guarantor is released and discharged in full from all of Exhibit D providing for its obligations under Guarantees of (1) the Term 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 Notes), then the Guarantee of such Guarantor shall be automatically and supplements to the applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by unconditionally released or discharged; provided, that such Restricted Subsidiary to 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 extent required by the Security Documents case may be, so incurred are satisfied in full and take all actions required by the Security Documents to perfect such Lien. In addition, to the extent the collective Fair Market Value discharged or are otherwise permitted under one of the Company’s Non-Guarantor Restricted Subsidiaries, as of exceptions available at 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 time of such Non-Guarantor release to 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lienunder Section 4.10(b).

Additional Guarantees. The Issuers Issuer will cause within ten Business Days any Restricted each Subsidiary formed or acquired which becomes a Guarantor 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 millioni) to execute and deliver to the Trustee a supplemental indenture indenture, in form reasonably satisfactory to the form Trustee, pursuant to which such Subsidiary shall unconditionally guarantee all of Exhibit D providing for a Guarantee of the Issuer's obligations under the Notes and supplements this Indenture on the terms set forth in this Indenture, (ii) if such Subsidiary grants any Lien upon any of its assets or property as security for any First Priority Obligations grant the Collateral Agent a Second Priority Lien upon such assets or property (except to the applicable extent such assets or property constitutes Excluded Collateral) for its benefit, the benefit of the Trustee and the benefit of the Holders and (iii) to deliver to the Trustee an opinion of counsel that such supplemental indenture and Security Documents (if any) has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary, subject to customary exceptions for bankruptcy, fraudulent conveyance, equitable principles, remedies and waivers. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture 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 xxxxx x Xxxx in grant or perfect a Second Priority Lien on such real property, such Subsidiary shall have 90 days after the Collateral owned by date of such Restricted 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 the extent required by the Security Documents and take all actions required by the Security Documents to grant or perfect a Second Priority Lien on such Lienproperty. In additionFinally, to the extent the collective Fair Market Value a separate notation in favor of the Company’s Non-Guarantor Restricted SubsidiariesTrustee 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, as of such Subsidiary shall have nine months from 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Second Priority Lien.

Additional Guarantees. The Issuers will If (i) if the Company or any of its Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause within ten Business Days 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 formed 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, at the time of such transfer, acquisition or incurrence, (i) cause such transferee, acquired after Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt (if not then a Guarantor) to execute a Guarantee of the Issue Date Obligations of the Company hereunder in the form set forth herein and (ii) 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 a Foreign Subsidiarythe Company) whether or not affiliated with such Guarantor unless: (i) subject to the provisions of the following paragraph, a Securitization Entity and the Person formed by or surviving any Non-Guarantor Restricted Subsidiary such consolidation or merger (if other than such Guarantor) assumes all the Fair Market Value obligations 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) pursuant to execute and deliver a supplemental indenture in form and substance reasonably satisfactory to the form of Exhibit D providing for a Guarantee of Trustee, under its Guarantee, the Notes and supplements this 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 applicable Security Documents in order to xxxxx x Xxxx in Consolidated Net Worth of such Guarantor immediately preceding the Collateral owned transaction and (b) would be permitted 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 virtue of the Company’s Non-Guarantor Restricted Subsidiaries's pro forma Fixed Charge Coverage Ratio to incur, as 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 the first paragraph of Section 4.09 hereof. In the event of a sale or other disposition of all of the date assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the creation ofcapital stock of any Guarantor, acquisition then such Guarantor (in the event of a sale or Investment other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person acquiring the property (in the event of a Non-sale or other disposition of all of the assets of such 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 Restricted to be an Unrestricted Subsidiary, exceeds $30.0 millionsuch Guarantor will be released and relieved of any obligation under its Guarantee, the Company shall cause, within ten Business Days after provided that such date, one or more of such Non-Guarantor Restricted Subsidiaries to similarly execute and deliver a supplemental indenture designation is conducted in the form of Exhibit D providing for a Guarantee of the Notes and a supplement to accordance with 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 provisions hereof including, but not exceed $30.0 million and take all actions required by the Security Documents to perfect such Lien. In additionlimited to, the Company will not permit any Non-Guarantor Restricted Subsidiary to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such LienSection 4.07.

Additional Guarantees. The Issuers will shall cause within ten Business Days any each Restricted Subsidiary formed or acquired after the Issue Closing Date (other than a Foreign an Excluded Subsidiary), a Securitization Entity and any Non-Guarantor Restricted Subsidiary if the Fair Market Value of such Non-Guarantor Restricted Subsidiarywithin 10 Business Days, 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 to this Indenture substantially in the form of Exhibit D providing for a Subsidiary Guarantee of the Notes and supplements to the applicable Security Documents in order to xxxxx x Xxxx xxxx in the Collateral owned by such Restricted Subsidiary to the same extent required by as that set forth in this Indenture and the Security Documents and to take all actions required by the Security Documents to perfect such Lien. In additionThe Issuers shall not permit any Restricted Subsidiary that does not also provide a Subsidiary Guarantee, directly or indirectly, to the extent the collective Fair Market Value Guarantee any Indebtedness (“Guaranteed Indebtedness”) of the Company’s Non-either Issuer or any Guarantor (other than Indebtedness in an aggregate principal amount not to exceed $10.0 million), unless (i) such 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 Subsidiary simultaneously executes and deliver delivers a supplemental indenture to this Indenture substantially in the form of Exhibit D providing for a Subsidiary Guarantee of the Notes and a supplement supplements to the applicable Security Documents in order to xxxxx x Xxxx xxxx in the Collateral owned by such Restricted Subsidiary to the same extent required by as that set forth in this Indenture and the Security Documents such that the collective Fair Market Value of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $30.0 million and to take all actions required by the Security Documents to perfect such Lien. In addition, the Company Lien and (ii) such Restricted Subsidiary waives and will not permit in any Non-Guarantor Restricted Subsidiary to guarantee manner whatsoever claim or take the payment of benefit or advantage of, any Indebtedness of the Company rights or reimbursement, indemnity or subrogation or any other Guarantor unless rights against the Issuers as a result of any payment by such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture under its Subsidiary Guarantee until the Notes have been paid in full. If the form Guaranteed Indebtedness is (i) pari passu in right of Exhibit D providing for a payment with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated to, the Notes by such Non-Guarantor Restricted Subsidiary and a joinder agreement related Guarantee or (ii) subordinated in right of payment to the Security DocumentsNotes, providing for a pledge then the Guarantee of its assets as Collateral for such Guaranteed Indebtedness shall be subordinated in right of payment to the Notes Subsidiary Guarantee at least to the extent required by that the Security Documents and take all actions required by Guaranteed Indebtedness is subordinated to the Security Documents to perfect such LienNotes.

Additional Guarantees. The Issuers will 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), including without limitation, any Guaranteed Indebtedness contemplated by Section 4.17 hereof, then the Company shall cause any such Domestic Restricted Subsidiary to, within ten Business Days of the date on which any such Domestic Restricted Subsidiary formed or acquired after the Issue Date became so obligated, (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 milliona) to execute and deliver to the Trustee a supplemental indenture in form and substance substantially in the form of Exhibit D providing for a Guarantee of the Notes E attached hereto and supplements reasonably satisfactory to the applicable Security Documents in order Trustee pursuant to xxxxx x Xxxx in the Collateral owned by which such Domestic Restricted Subsidiary to the extent required by the Security Documents and take shall unconditionally guarantee, 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 obligations under the Notes and a supplement this Indenture (including the payment of principal, premium, if any, and interest on the Notes) on the terms set forth herein and therein and (b) deliver to the applicable Security Documents in order Trustee an Opinion of Counsel that, subject to xxxxx x Xxxx in the Collateral owned customary assumptions and exclusions, such supplemental indenture has been duly executed and delivered by such Restricted Subsidiary. Any Domestic Restricted Subsidiary that becomes a Guarantor 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 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 obligation to perfect such Lien. In addition, the Company will not permit any Non-Guarantor Restricted provide a Subsidiary Guarantee under Section 4.17 or otherwise pursuant to guarantee the payment of any Indebtedness of the Company or any other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lienthis Section no longer exist.

Additional Guarantees. The Issuers will cause within ten Business Days Company shall not permit any Restricted Subsidiary formed 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 acquired after (b) Liens to which the Issue Date 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 a Foreign SubsidiaryPermitted Liens), a Securitization Entity plus all Attributable Indebtedness of the Company and any Non-Guarantor the Restricted Subsidiary if the Fair Market Value of such Non-Guarantor Restricted Subsidiary, together Subsidiaries with the Fair Market Value of all other Non-Guarantor Restricted Subsidiaries, as of such daterespect to Sale/Leaseback Transactions permitted under Section 4.09, does not exceed in the aggregate $30.0 million10% 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 execute which the provisions under Section 4.09 are not applicable; and deliver a supplemental indenture (4) any Indebtedness owed to and held by the Company or another Restricted Subsidiary; provided, however, that any subsequent transfer of any such Indebtedness or any subsequent transfer of any Capital Stock of such Restricted Subsidiary, or any other event, that results 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 ceasing to be a Restricted Subsidiary shall be deemed to constitute 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 Incurrence of such Non-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 Subsidiaries Subsidiary or (ii) such Guarantor has been discharged from all its obligations with respect to similarly execute all Indebtedness Incurred by such Guarantor (other than such Guarantee and deliver a supplemental indenture Indebtedness described in clause (4) in the form of Exhibit D providing 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 a Guarantee period 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lien91 days.

Additional Guarantees. The Issuers Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another 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 a Securitization Entity; provided further, however, that the Company will cause within ten Business Days any a Domestic Restricted Subsidiary formed that has ceased to qualify as an Immaterial Domestic Restricted Subsidiary 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 to this Indenture, providing for a Guarantee senior 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and 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 joinder agreement related to Securitization Entity, as applicable; 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 Security Documents, providing aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for a pledge which financial statements are available or more than 5% of its assets as Collateral Consolidated EBITDA of the Company for the Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. The Issuers will cause Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another Domestic Restricted Subsidiary unless such Domestic Restricted Subsidiary within ten 20 Business Days any 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 formed or acquired after the Issue Date (other than need not execute and deliver such a Foreign supplemental indenture for so long as such Domestic Restricted Subsidiary is an Immaterial Domestic Restricted Subsidiary, a Securitization Entity and any Non-Guarantor or a domestic subsidiary of a Foreign Subsidiary; provided further, however, that the Company will cause a Domestic Restricted Subsidiary if the Fair Market Value of such Non-Guarantor that has ceased to qualify as an Immaterial Domestic 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) Subsidiary or a Securitization Entity to execute and deliver a supplemental indenture in the form of Exhibit D to this Indenture, providing for a Guarantee senior 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and 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 joinder agreement related to Securitization Entity, as applicable; 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 Security Documents, providing aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for a pledge which financial statements are available or more than 5% of its assets as Collateral Consolidated EBITDA of the Company for the Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 Business Days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true. SECTION 4.18.

Additional Guarantees. The Issuers will cause within ten Business Days any Restricted Subsidiary formed or acquired after the Issue Date If (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 millioni) 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 other Guarantor unless such Non-Guarantor of its Restricted Subsidiaries shall, after the date hereof, 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 simultaneously delivers that is not a supplemental indenture Subsidiary 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, at the time of such transfer, acquisition or incurrence, (A) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company under the Notes in the form and substance substantially similar to EXHIBIT D hereto and (B) deliver to the Trustee an Opinion of Exhibit D providing Counsel, in form reasonably satisfactory to the Trustee, that such Note 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, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Guarantee Restricted Investment in any Wholly Owned Restricted Subsidiary of the Notes Company without compliance with this Section 4.19, provided that such Restricted Investment is permitted by such Non-Guarantor Restricted Subsidiary and a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such LienSection 4.07 hereof.

Additional Guarantees. The Issuers will cause At the time that any Loan Party forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the Closing Date, such Loan Party shall (a) within ten Business Days (10) days of such formation or acquisition cause any Restricted such new Subsidiary to provide to Administrative Agent a joinder to this Agreement and the Guarantee in the form attached hereto as Exhibit 8.4 and a joinder to the Second Lien Security Agreement, together with such other security documents (including Mortgages with respect to any Real Property Collateral owned in fee of such new Subsidiary), as well as appropriate financing statements (and with respect to all property subject to a Mortgage, fixture filings), all in form and substance reasonably satisfactory to Administrative Agent (including being sufficient to grant the Administrative Agent a Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired after Subsidiary); provided that a joinder to this Agreement and the Issue Date Guarantee and the Second Lien Security Agreement, and such other security documents, shall not be required to be provided to Administrative Agent with respect to any Subsidiary of Holdings that is a CFC (other than a Foreign Subsidiaryas defined in the Second Lien Security Agreement), a Securitization Entity and any Non-Guarantor Restricted Subsidiary if the Fair Market Value (b) within 10 days of such Non-Guarantor Restricted Subsidiaryformation or acquisition (or such later date as permitted by Administrative Agent in its sole discretion) provide to the Administrative Agent appropriate certificates and powers or financing statements, together with hypothecating all of the Fair Market Value direct or beneficial ownership interest in such new Subsidiary reasonably satisfactory to the Administrative Agent, subject to the Intercreditor Agreement; provided that only 65% of the total outstanding voting Capital Stock of any first tier Subsidiary of any Loan Party that is a CFC and none of the total outstanding voting Capital Stock of any other Subsidiary of such CFC shall be required to be pledged; and (c) within 10 days of such formation or acquisition (or such later date as permitted by the Administrative Agent in its sole discretion) provide to the Administrative Agent all other Non-Guarantor Restricted Subsidiariesdocumentation, 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, including one or more opinions of such Non-Guarantor Restricted Subsidiaries counsel reasonably satisfactory to similarly execute the Administrative Agent, which in its opinion is appropriate with respect to the execution and deliver a supplemental indenture in the form of Exhibit D providing for a Guarantee delivery of the Notes applicable documentation referred to above (including policies of title insurance or other documentation with respect to all Real Property owned in fee and subject to a supplement Mortgage). Any document, agreement, or instrument executed or issued pursuant 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers this Section 4.19 shall be a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Restricted Subsidiary and a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such LienLoan Document.

Additional Guarantees. The Issuers After the Issue Date, the Company will cause (i) each Subsidiary which guarantees obligations of the Company or any Guarantor under the Senior Credit Facilities, the Existing First Lien Notes, the New First Lien Notes, the Silver Lake First Lien Notes, the Second Lien Notes, the Existing Senior Subordinated Notes or any other Indebtedness, within ten Business Days any Restricted Subsidiary formed or acquired after 30 days of the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor Restricted Subsidiary if the Fair Market Value date of such Non-Guarantor Restricted Subsidiary, together with the Fair Market Value of all other Non-Guarantor Restricted Subsidiaries, as ’s guarantee of such dateother Indebtedness, does not exceed in and (ii) the aggregate $30.0 millionissuer of any Reference Property upon consummation of a Merger Event (a “Parent Guarantor”) to execute and deliver to the Trustee a supplemental indenture in pursuant to which such Guarantor or issuer will unconditionally guarantee (subject to release as described below), on a joint and several basis, the form of Exhibit D providing for a Guarantee full and prompt payment of the Notes principal of, premium, if any, interest, if any, on the Securities on a senior secured basis. Such Guarantor or issuer will also execute and supplements deliver joinders to the First Lien Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted Subsidiary or new intercreditor agreements and security documents, together with any filings and agreement to the extent required by the Security Documents and take all actions required by to create or perfect the Security Documents to perfect such Lien. In addition, to security interests for the extent the collective Fair Market Value benefit 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 Holders in the Collateral owned within the time periods referenced in the immediately preceding sentence. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by such Restricted that 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 or issuer of any Reference Property without rendering the Guarantee as it relates to such Subsidiary or issuer of any Reference Property, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Notwithstanding the foregoing, if a Guarantor is released and discharged in full from its obligations under its Guarantees of (a) the Senior Credit Facilities and related documentation and (b) all other Indebtedness of the Company or any other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in and its Subsidiaries, then the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Restricted Subsidiary shall be automatically and a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents unconditionally released and take all actions required by the Security Documents to perfect such Liendischarged.

Additional Guarantees. The Issuers will cause within ten Business Days any Restricted Subsidiary formed or acquired after the Issue Date If (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 millioni) 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 other Guarantor unless such Non-Guarantor of its Restricted Subsidiaries shall, after the date hereof, 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 simultaneously delivers that is not a supplemental indenture Subsidiary 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, at the time of such transfer, acquisition or incurrence, (A) cause such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt (if not then a Subsidiary Guarantor) to execute a Note Guarantee of the Obligations of the Company under the Notes in the form and substance substantially similar to EXHIBIT D hereto and (B) deliver to the Trustee an Opinion of Exhibit D providing Counsel, in form reasonably satisfactory to the Trustee, that such Note 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, fraudulent conveyance and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Guarantee 52 65 Restricted Investment in any Wholly Owned Restricted Subsidiary of the Notes Company without compliance with this Section 4.19, provided that such Restricted Investment is permitted by such Non-Guarantor Restricted Subsidiary and a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such LienSection 4.7 hereof.

Additional Guarantees. The Issuers will cause within ten Business Days If, from and after the Escrow Release Date, the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor in either case such Restricted Subsidiary if guarantees or otherwise becomes a borrower with respect to any Indebtedness under the Fair Market Value of such Non-Credit Agreement, then that Restricted Subsidiary will become a 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 by executing a supplemental indenture in substantially the form set forth in this Indenture and delivering it to the Trustee as soon as reasonably practicable, but in any event, within 30 days of Exhibit D providing for 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 Notes 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 supplements subject to Section 10.05) also become a party to the applicable Security Documents and shall execute and deliver such security instruments, financing statements, mortgages, deeds of trust, control agreements and other required agreements in order scope and form as may be necessary to xxxxx x Xxxx vest in the Collateral owned by such Restricted Subsidiary Agent a perfected security interest (subject in priority only to Permitted Prior Liens and, pursuant to the extent Collateral Agent Agreement, Liens securing Priority Obligations) in properties and 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 by under the Security Documents and take this Indenture, and thereupon all actions required by the Security Documents to perfect such Lien. In addition, provisions of this Indenture relating 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 Collateral shall cause, within ten Business Days after be deemed to relate to such date, one or more of such Non-Guarantor Restricted Subsidiaries to similarly execute properties and deliver a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes and a supplement assets to the applicable Security Documents in order to xxxxx x Xxxx in same extent and with 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 same force 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lieneffect.

Additional Guarantees. The Issuers will cause within ten Business Days (a) If Parent or any of its Restricted Subsidiaries shall acquire or create a Wholly Owned Domestic Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign an Excluded Subsidiary) after the date of this Indenture, a Securitization Entity and any Non-Guarantor within 30 days thereafter, Parent will cause such Wholly Owned Domestic 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 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 the form of Exhibit D providing for a Guarantee effect pursuant to which such Wholly Owned Domestic Restricted Subsidiary will (A) guarantee payment of the Notes and supplements to all other Notes Obligations on the applicable Security Documents same terms and conditions as those set forth in order to this Indenture, (B) xxxxx x Xxxx on such of its assets (other than Excluded Assets) of the type that would constitute Collateral in favor of the Collateral Agent for the benefit of the Noteholder Secured Parties as security for the Notes and all other Notes Obligations on terms and conditions similar to those set forth in the other Collateral owned by Documents then existing and (C) agree to acknowledge, and agree to comply with, the terms of the Collateral Documents and the Intercreditor Agreements then in effect. If any Wholly Owned Domestic Restricted Subsidiary ceases to be an Excluded Subsidiary, such Wholly Owned Domestic Restricted Subsidiary shall be required to become a Guarantor within 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 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such LienHolders under Section 3.10.

Additional Guarantees. The Issuers will cause within ten Business Days Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another Domestic Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor unless such Domestic Restricted Subsidiary if executes and delivers a supplemental indenture to the Fair Market Value Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Non-Guarantor Domestic Restricted Subsidiary; provided, together with 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; provided further, however, that the Fair Market Value of all other Non-Guarantor Company shall cause a Domestic Restricted Subsidiaries, Subsidiary that was an Immaterial Domestic Restricted Subsidiary but has ceased to qualify as of such date, does not exceed in the aggregate $30.0 million) an Immaterial Domestic Restricted Subsidiary to execute and deliver a supplemental indenture in to the form of Exhibit D Indenture, providing for a Guarantee senior subordinated 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and a joinder agreement related 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 Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the Security Documents, providing for a pledge aggregate more than 5% of its assets Total Assets as Collateral 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 Notes period of four consecutive fiscal quarters as of the end of the most recently ended fiscal quarter of the Company, the Company shall cause one or more such Domestic Restricted Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries) no later than 20 business days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. The Issuers Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another 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 an Immaterial Domestic Restricted Subsidiary; provided further, however, that the Company will cause within ten Business Days any a Domestic Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor that was an Immaterial Domestic Restricted Subsidiary if the Fair Market Value of such Non-Guarantor but has ceased to qualify as an Immaterial Domestic 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) Subsidiary to execute and deliver a supplemental indenture in to the form of Exhibit D Indenture, providing for a Guarantee senior subordinated 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and a joinder agreement related 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 Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the Security Documents, providing aggregate more than 5% of Total Assets as of the end of the most recently ended fiscal quarter of the Company for a pledge which financial statements are available or more than 5% of its assets as Collateral Consolidated EBITDA of the Company for the Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 business days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.

Additional Guarantees. The Issuers will cause within ten Business Days If (x) the Borrower acquires or creates any Restricted Subsidiary formed (including by merger) or acquired after the Issue Date (other than designates any Unrestricted Subsidiary as 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 and such Restricted Subsidiary is not a Foreign Subsidiary or a Receivables Subsidiary or (y) any Restricted Subsidiary guarantees or becomes an obligor under the Fair Market Value of all other Non-Guarantor Senior Secured Credit Agreement, the Borrower shall cause such Restricted Subsidiaries, as of such date, does not exceed in the aggregate $30.0 millionSubsidiary to (i) to execute and deliver a supplemental indenture to the Administrative Agent an amendment to this Agreement in form reasonably satisfactory to the form of Exhibit D providing for a Guarantee Administrative Agent pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Notes Borrower's obligations under the Loans and supplements this Agreement on the terms set forth in this Agreement and (ii) deliver to the applicable Security Documents in order Administrative Agent an opinion of counsel, subject to xxxxx x Xxxx in customary exceptions to the Collateral owned effect that such amendment has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary; PROVIDED that no such action will be required by any new Restricted Subsidiary (that is not a Wholly Owned Restricted Subsidiary) to the extent required by 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 Security Documents purpose of avoiding the requirements of this Section 6.09 and take all actions required by the Security Documents restrictions contained therein are no more adverse to perfect the Borrower and its Subsidiaries than to the other equity owners in such Liennew Restricted Subsidiary. In addition, each new Restricted Subsidiary that is required to the extent the collective Fair Market Value execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the Company’s Non-Guarantor type described in Section 3 as such new Restricted SubsidiariesSubsidiary would have had to deliver if such new Restricted Subsidiary were a Credit Party on the Borrowing Date. Thereafter, 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 shall be a Subsidiary Guarantor for all purposes 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lienthis Agreement.

Additional Guarantees. The Issuers will cause within ten Business Days If (x) the Borrower acquires or creates any Restricted Subsidiary formed (including by merger) or acquired after the Issue Date (other than designates any Unrestricted Subsidiary as 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 and such Restricted Subsidiary is not a Foreign Subsidiary or a Receivables Subsidiary or (y) any Restricted Subsidiary guarantees or becomes an obligor under the Fair Market Value of all other Non-Guarantor Senior Secured Credit Agreement, the Borrower shall cause such Restricted Subsidiaries, as of such date, does not exceed in the aggregate $30.0 millionSubsidiary to (i) to execute and deliver a supplemental indenture to the Administrative Agent an amendment to this Agree- ment in form reasonably satisfactory to the form of Exhibit D providing for a Guarantee Administrative Agent pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Notes Borrower's obligations under the Loans and supplements this Agreement on the terms set forth in this Agreement and (ii) deliver to the applicable Security Documents in order Administrative Agent an opinion of counsel, subject to xxxxx x Xxxx in customary exceptions to the Collateral owned effect that such amendment has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary; provided that no such action will be required by any new Restricted Subsidiary (that is not a Wholly Owned Restricted Subsidiary) to the extent required by 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 Security Documents purpose of avoiding the requirements of this Section 6.09 and take all actions required by the Security Documents restrictions contained therein are no more adverse to perfect the Borrower and its Subsidiaries than to the other equity owners in such Liennew Restricted Subsidiary. In addition, each new Restricted Subsidiary that is required to the extent the collective Fair Market Value execute any Credit Document shall execute and deliver, or cause to be executed and delivered, all other relevant documentation of the Company’s Non-Guarantor type described in Section 3 as such new Restricted SubsidiariesSubsidiary would have had to deliver if such new Restricted Subsidiary were a Credit Party on the Borrowing Date. Thereafter, 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 shall be a Subsidiary Guarantor for all purposes 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary 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 a joinder agreement related to the Security Documents, providing for a pledge of its assets as Collateral for the Notes to the extent required by the Security Documents and take all actions required by the Security Documents to perfect such Lienthis Agreement.

Additional Guarantees. The Issuers will cause within ten Business Days Company shall not, and shall not permit any of its Restricted Subsidiaries to, create or acquire another Domestic Restricted Subsidiary formed or acquired after the Issue Date (other than a Foreign Subsidiary, a Securitization Entity and any Non-Guarantor unless such Domestic Restricted Subsidiary if executes and delivers a supplemental indenture to the Fair Market Value Indenture, providing for a senior subordinated guarantee of payment of the Notes by such Non-Guarantor Domestic Restricted Subsidiary; provided, together with 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; provided, further, however, that the Fair Market Value of all other Non-Guarantor Company shall cause a Domestic Restricted Subsidiaries, Subsidiary that was an Immaterial Domestic Restricted Subsidiary but has ceased to qualify as of such date, does not exceed in the aggregate $30.0 million) an Immaterial Domestic Restricted Subsidiary to execute and deliver a supplemental indenture in to the form of Exhibit D Indenture, providing for a Guarantee senior subordinated 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 other Guarantor unless such Non-Guarantor Restricted Subsidiary simultaneously delivers a supplemental indenture in the form of Exhibit D providing for a Guarantee of the Notes by such Non-Guarantor Domestic Restricted Subsidiary and a joinder agreement related 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 Guarantors because they are Immaterial Domestic Restricted Subsidiaries constitute in the Security Documents, providing for a pledge aggregate more than 5% of its assets Total Assets as Collateral 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 Notes 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 Subsidiaries to become Guarantors (notwithstanding that such Domestic Restricted Subsidiaries are, individually, Immaterial Domestic Restricted Subsidiaries), no later than 20 business days after the extent required by end of the Security Documents and take all actions required by most recently ended fiscal quarter in which such requirement was triggered, such that the Security Documents foregoing condition ceases to perfect such Lienbe true.