Common use of Additional Guarantors Clause in Contracts

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to become a Guarantor pursuant to the Investment Grade Rating Date and within 30 days definition of Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Domestic Subsidiary that would have been delivered under Sections 6.1.(a)(ivis a Division Successor) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, to promptly (and in any event within 30 days45 days after (as applicable) upon any Excluded (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that is a Domestic Subsidiary has become a Material Domestic Subsidiary ceasing to be subject to (or, in the restriction which prevented it from delivering an Accession Agreement pursuant to this Sectioncase of (i) or (ii), such Subsidiary shall comply with longer period of time as agreed to by the provisions Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of this Sectionexecution of a Joinder Agreement. (b) On and at all times after The Credit Parties will cause each of their Domestic Subsidiaries (including upon the Investment Grade Rating Date, the Borrower shall cause formation of any Domestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a Guarantor and to which any hereunder as of the following conditions applies end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by delivering way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal year (or such longer period of time as agreed to by the Administrative Agent each of the following itemsin its reasonable discretion); provided, each in form and substance satisfactory however, that no Domestic Subsidiary shall be required to the Administrative Agent: become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (i) an Accession Agreement executed by such Subsidiary would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the items execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (iii) is a shell company with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) nominal assets and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, no or otherwise becomes obligated in respect of, any Indebtedness nominal business operations as of the Parent, the Borrower or any other Subsidiary end of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednessfiscal year. (c) The Borrower mayIn connection with the foregoing Sections 5.10(a) and (b), at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering the Credit Parties shall deliver to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items Agent, with respect to such Subsidiary that would have been delivered under each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 6.1.(a)(iv4.1(b) through – (viii), 6.1.(ed) and 6.1.(f) if such Subsidiary had been a Guarantor on other documents or agreements as the Effective DateAdministrative Agent may reasonably request.

Additional Guarantors. (a) Prior Promptly (and, in any event, within 30 days) after any Person becomes an Eligible Subsidiary (or such longer period approved by the Administrative Agent), cause such Person to (i) become a Guarantor by executing and delivering to the Investment Grade Rating Date Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall (ii) deliver to the Administrative Agent each documents of the following itemstypes referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, each among other things, the legality, validity, binding effect and enforceability of the documentation referred to in form clause (i)), all in form, content and substance scope reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and In the event that Non-Eligible Subsidiaries at all times after any time have, in the Investment Grade Rating Dateaggregate, (i) total revenues constituting 10% or more of the total revenues of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed period of four consecutive fiscal quarters for which the Borrower has delivered financial statements pursuant to Section 6.01 or (ii) total assets constituting 10% or more of the total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the most recently completed period of four consecutive fiscal quarters for which the Borrower has delivered financial statements pursuant to Section 6.01, promptly (and, in any event, within 30 days after such time or such longer period approved by the Administrative Agent) cause one or more of such Non-Eligible Subsidiaries to become Guarantors in the manner set forth in Section 6.12(a), such that, after such Subsidiaries become Guarantors, Non-Eligible Subsidiaries in the aggregate shall cause any cease to have revenues or assets, as applicable, that meet the thresholds set forth in clauses (i) and (ii) above; provided that no Subsidiary that is not already a Guarantor and to which any of the following conditions applies Domestic Subsidiary shall be required to become a Guarantor by delivering to the Administrative Agent each of the following items, each if doing so would result in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, adverse tax consequences for the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (includingand its Subsidiaries, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednesstaken as a whole. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the Investment Grade Rating Date and relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after in the Effective Datecase of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the Borrower shall case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Administrative Agent each of Trustee a supplemental indenture in the following items, each in form and substance satisfactory attached to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement this Indenture pursuant to this Sectionwhich such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary shall comply with Restricted Subsidiary’s Guarantee of such other Indebtedness in the provisions case of this SectionSection 4.21 (a)(ii). (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateCombination Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Combination Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Combination Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the Administrative Agent extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (ie) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Accession Agreement executed by Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (ii1) any violation of applicable law or regulation; (2) any liability for the items officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Combination Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) Prior Each of the Issuer’s current and future Domestic Subsidiaries (other than the Co-Issuers, Notes PropCo and Extended Term Loan PropCo) and, subject to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Dateclause (b) below, the Borrower shall deliver to the Administrative Agent each of the following itemsIssuer’s future Foreign Subsidiaries shall, each in form jointly and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary severally, irrevocably, fully and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) unconditionally guarantee on a senior basis and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering applicable Intercreditor Agreements the Guaranteed Obligations. The foregoing requirement to provide a Subsidiary Guarantee shall not apply to an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this SectionExcluded Subsidiary. (b) On and at all times after After the Investment Grade Rating Issue Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) no direct or indirect Subsidiary (including an Accession Agreement executed by such Excluded Subsidiary) or equity investee of the Issuer may directly or indirectly provide Credit Support for the Indebtedness incurred under clause (i) or (ii) of the definition of “Permitted Debt”, (ii) no direct or indirect Subsidiary (including an Excluded Subsidiary) or equity investee of the Issuer may be an obligor on any Indebtedness for borrowed money for which any Issuer or Subsidiary Guarantor directly or indirectly provides Credit Support, unless, in each case of clause (i) and (ii), such Subsidiary or equity investee provides a Subsidiary Guarantee, and (iii) each Immaterial Subsidiary existing as of the items Issue Date shall, within 90 days following the Issue Date (or such later date as agreed to by the Issuer and the Extended Term Loan Agent) either (A) be dissolved, liquidated or merged out of existence or (B) become a Subsidiary Guarantor with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessGuaranteed Obligations. (c) The Borrower mayTo the extent a Person is required to provide a Subsidiary Guarantee under the above provisions, at its option, cause any such Person shall execute and deliver a supplemental indenture to this Indenture evidencing such Subsidiary that is not already a Guarantor Guarantee in the form of Exhibit D within 10 Business Days after the requirement to become a Guarantor by delivering provide such Subsidiary Guarantee arises under this Indenture on the same terms and conditions as those set forth in this Indenture and applicable to the Administrative Agent (i) an Accession Agreement executed other Guarantors, together with such opinions of counsel and certifications as the Trustee reasonably requires, and pledge all assets held by such Person (other than Excluded Assets) as After-Pledged Property with Required Collateral Lien Priority as provided under Section 3.16. (d) Neiman Marcus Bermuda, L.P., a limited partnership organized under the laws of Bermuda, NMG Asia Holdings Limited, a company organized under the laws of Hong Kong, and NMG Asia Limited, a company organized under the laws of Hong Kong, shall not be required to provide a Subsidiary Guarantee unless additional Investments are made after the Issue Date by the Issuers or any Restricted Subsidiaries in such Foreign Subsidiary exceeding $2.5 million in aggregate. (e) On the Issue Date, MYT Parent and (ii) MYT Holdco shall execute and deliver the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective DateMYT Third Lien Notes Pledge Agreement.

Additional Guarantors. Except as provided in Section 7.16(a) and Section 8.11, in the event that any of the Borrower, the General Partners, the Guarantors or their respective Subsidiaries desire to acquire an interest (whether direct or indirect) in income-producing real estate assets after the Closing Date, then such assets shall be acquired by a Subsidiary of the Borrower or Walden (each such ent▇▇▇ ▇▇ hereinafter referred to as an "Additional Guarantor") but only in the event that all of the terms and conditions of this Section 7.19 are satisfied: (a) Prior Walden or the Borrowe▇ ▇▇▇▇l be the general partner of such Additional Guarantor and shall have control over all major and other day-to-day decisions with respect to the Investment Grade Rating Date operation of such Additional Guarantor; (b) All representations in the Loan Documents made by or with respect to Guarantors and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower their general partners shall deliver to the Administrative Agent each of the following items, each in form be true and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items correct with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section.Additional Guarantor; (bc) On All covenants and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any agreements herein of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form Guarantors and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary their general partners shall be true and (ii) the items correct with respect to such Additional Guarantor; (d) No Default or Event of Default shall exist or might exist in the event that such Subsidiary that would becomes an Additional Guarantor or acquires such assets; (e) Such Additional Guarantor executes and delivers to Agent a Guaranty; (f) All of the conditions set forth in Section 10 applicable to Guarantors or Loan Documents executed by Guarantors shall have been delivered under Sections 6.1.(a)(ivsatisfied; and (g) through The Real Estate assets acquired or owned by such Additional Guarantor shall qualify as Unencumbered Operating Properties hereunder, and such assets, when taken together with the other Real Estate assets owned by the Guarantors (viiiother than Walden), 6.1.(eshall not ca▇▇▇ ▇▇e Borrower to be in violation of the twenty percent (20%) and 6.1.(f) if such Subsidiary had been a Guarantor limitation on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness ownership of the Parent, Unencumbered Operating Properties by entities other than the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessWalden. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior Within a reasonable period of time (such period not to exceed 45 days) following the Investment Grade Rating Date date that a Subsidiary of the Borrower first becomes the owner of an Eligible Property and within 30 days of any Person becoming if such Subsidiary still owns an Eligible Property on the date the following is required to be satisfied (such Subsidiary, a Material Subsidiary or an Accommodation Subsidiary after the Effective Date“Property Subsidiary”), the Borrower shall deliver to the Administrative Agent each of the following itemsfollowing, each in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary, in each case, if such Subsidiary or Subsidiaries not already party to the Guaranty: (i) an Accession Agreement executed by such Subsidiary and (ii) and the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f(xiv) if such Subsidiary or Subsidiaries had been a Guarantor Loan Party on the Effective Agreement Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the The Borrower shall cause any Subsidiary may request in writing that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each release, and upon receipt of the following items, each in form and substance satisfactory to such request the Administrative AgentAgent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) an Accession Agreement executed by such Subsidiary and Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(ivcovenants contained in Section 10.1.; (iii) through (viii), 6.1.(e) the representations and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, warranties made or otherwise becomes obligated in respect of, any Indebtedness of deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or any other Subsidiary warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Parent date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the BorrowerLoan Documents; or (iiiv) (A) if, upon removal of such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubtentity as a Guarantor, any Accommodation Subsidiary) Property would cease to be a Borrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2, and (Bv) the Administrative Agent shall have received such Subsidiary, written request at least 10 Business Days (or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered shorter period as may be acceptable to exist any Indebtedness. (cthe Administrative Agent) The prior to the requested date of release. Delivery by the Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (iboth as of the date of the giving of such request and as of the date of the effectiveness of such request) an Accession Agreement executed by such Subsidiary are true and (ii) the items correct with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Daterequest.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each Except as provided in form and substance satisfactory to the Administrative Agent: clause (ib) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, howeverbelow, promptly (and in no event later than fifteen (15) Business Days) following: (i) the earlier of (A) the last day of any Fiscal Quarter during which any direct or indirect Subsidiary of Aracruz Celulose (other than Portocel and any Refinancing Drop-Down Subsidiary) becomes a Material Subsidiary and (B) the date on which Aracruz Celulose has knowledge that any direct or indirect Subsidiary of Aracruz Celulose (other than Portocel and any Refinancing Drop-Down Subsidiary) has become or will, as of the end of the then-current Fiscal Quarter, become a Material Subsidiary, or (ii) the formation or acquisition permitted pursuant to this Agreement, directly or indirectly (including without limitation through any merger or consolidation), by Aracruz Celulose or any other Aracruz Party of a Person (other than Portocel and any Refinancing Drop-Down Subsidiary) that thereby becomes a Material Subsidiary of Aracruz Celulose, Aracruz Celulose shall, at its sole cost and expense, cause such Subsidiary to become a Guarantor hereunder and expressly assume any and all obligations of a Guarantor hereunder, which shall be legal, valid and binding obligations of such Subsidiary, enforceable against it in accordance with their terms, by an amendment to this Agreement substantially in the form of Exhibit S. (b) Notwithstanding the provisions of clause (a) above, a Refinancing Drop-Down Subsidiary shall only be required to become a Guarantor in the event within 30 daysthat either (i) upon any Excluded Subsidiary that at the time it becomes a Refinancing Drop-Down Subsidiary, it is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and or (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been at any time after it becomes a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect ofRefinancing Drop-Down Subsidiary, any Indebtedness asset or Property is transferred to or acquired by it, and by virtue of the Parentsuch transfer or acquisition, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation it becomes a Material Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. The Borrower will take, and will cause each of its Restricted Subsidiaries (aother than non-Wholly owned Subsidiaries of the Borrower, Excluded Foreign Subsidiaries, Immaterial Subsidiaries, a Regulated Subsidiaries and not-for-profit Subsidiaries) Prior to take, such actions from time to time as shall be necessary to ensure that all Restricted Subsidiaries of the Investment Grade Rating Date Borrower (other than such non-Wholly Owned Subsidiaries of the Borrower, Excluded Foreign Subsidiaries, Immaterial Subsidiaries, a Regulated Subsidiaries and within 30 days not-for-profit Subsidiaries) are Guarantors. Without limiting the generality of the foregoing, if the Borrower or any Person becoming a Material Subsidiary of its Restricted Subsidiaries shall form or an Accommodation Subsidiary after the Effective Dateacquire any new Restricted Subsidiary, the Borrower shall deliver to the Administrative Agent each of the following itemsBorrower, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (as soon as practicable and in any event within 30 days) upon any Excluded days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Restricted Subsidiary that is a Material Subsidiary ceasing to be subject (to the restriction which prevented extent that it from delivering is required to become a Guarantor) and the Borrower will cause such new Restricted Subsidiary (other than non-Wholly Owned Subsidiaries of the Borrower, Excluded Foreign Subsidiaries, Immaterial Subsidiaries, a Regulated Subsidiaries and not-for-profit Subsidiaries) to within 30 days (or such later date as the Administrative Agent shall reasonably agree) after such formation or acquisition: (i) (A) execute an Accession Agreement pursuant to this Section, which such new Restricted Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies agree to become a Guarantor by delivering “Guarantor” under the Guaranty and Security Agreement; and/or an obligor under such other Collateral Documents as may be applicable to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such new Restricted Subsidiary and (iiB) take all actions required to be taken by such Collateral Documents to perfect the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrowerliens granted thereunder; orand (ii) (A) deliver such Subsidiary owns an Unencumbered Property (includingproof of organizational authority, for incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Loan Party pursuant to Section 4.01 on the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, Closing Date or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to as the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) or the items with respect to such Subsidiary that would Collateral Agent shall have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Datereasonably requested.

Additional Guarantors. (a) Prior The Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to the Investment Grade Rating Date and within 30 days of Guarantee any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each Indebtedness of the following items, each in form and substance satisfactory to the Administrative Agent: Issuer or any Guarantor (iother than Indebtedness Incurred under Section 4.04(b)(8) hereof) unless such Restricted Subsidiary (other than an Accession Agreement executed by such Subsidiary and (iiExcluded Subsidiary) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, promptly (and in this covenant will not be applicable to any event within 30 days) upon Guarantee of any Excluded Restricted Subsidiary that is existed at the time such Person became a Material Restricted Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Sectionand was not incurred in connection with, or in contemplation of, such Subsidiary shall comply with the provisions of this SectionPerson becoming a Restricted Subsidiary. (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateIssue Date pursuant to this covenant shall be released as set forth under Section 10.06, as applicable. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee and the Notes Security Agent (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (ie) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Company shall not be obligated to cause an Accession Agreement executed by Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (ii1) any violation of applicable law or regulation; (2) any liability for the items officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this paragraph undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary that would have been delivered under Sections 6.1.(a)(ivis not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) through (viii), 6.1.(e) and 6.1.(f) if applies only for so long as such Subsidiary had been a Guarantor on the Effective Dateprepayment premium applies to such Indebtedness.

Additional Guarantors. Cause: (a) Prior to the Investment Grade Rating Date and within 30 days each U.S. Subsidiary of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after Loan Party not in existence on the Effective Date, the Borrower shall Date to execute and deliver to the Administrative Collateral Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 daysten (10) upon any Excluded Business Days after it becomes a Subsidiary that is of a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement Loan Party, (i) a Joinder Agreement, pursuant to this Section, which such Subsidiary shall comply be made a party to this Agreement as a Guarantor, (ii) a supplement to the Pledge and Security Agreement to create a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) over all of the assets owned by such Subsidiary, together with (A) certificates evidencing all of the provisions Equity Interests in any Person owned by such Subsidiary (to the extent such Equity Interests are certificated) (other than Excluded Assets), (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed and (C) such opinions of counsel as the Agents may reasonably request, (iii) to the extent required under the terms of this Section.Agreement, one or more mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other documents as may be required by the Collateral Agent with respect to each such real property and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Pledge and Security Agreement or mortgage or otherwise to effect the intent that such Subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents and that all property and assets of such Subsidiary (other than Excluded Assets) shall become Collateral for the Obligations; and (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any each owner of the following conditions applies Equity Interests of any such Subsidiary to become execute and deliver promptly and in any event within ten (10) Business Days after such entity becomes a Guarantor by delivering to Subsidiary of a Loan Party a Pledge Supplement (as defined in the Administrative Agent each of the following itemsPledge and Security Agreement), each in form and substance satisfactory to the Administrative Agent: together with (i) an Accession Agreement executed by certificates evidencing all of the Equity Interests of such Subsidiary and (to the extent such Equity Interests are certificated), (ii) the items undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through signature guaranteed, (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (iiii) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness opinions of counsel as the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or Collateral Agent may reasonably request and (ii) (Aiv) such Subsidiary owns an Unencumbered Property (includingother agreements, for instruments, approvals or other documents reasonably requested by the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessCollateral Agent. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior The Company must ensure that, subject to the Investment Grade Rating Date and paragraph (b) below: (i) within 30 days of any Person the Additional Undertaking Date or, if later, within 45 days of such person becoming a Material Subsidiary, each Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each which is a member of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and Merck Group becomes a Guarantor; and (ii) within 30 days of the items with respect later of: (A) the Additional Undertaking Date; (B) the date on which the BidCo DPLPA has become effective (unless the board of directors of Target objects to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viiiguarantee and such objection is based on legitimate legal concerns which cannot be avoided by the Company by taking appropriate steps), 6.1.(e) or, if later, within 45 days of such person becoming a Material Subsidiary, Target and 6.1.(f) if such each Material Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that which is a Material Subsidiary ceasing to be subject to member of the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this SectionTarget Group becomes a Guarantor. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is The Company need not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: perform its obligations under paragraph (ia) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Dateabove: (i) if the accession of a Material Subsidiary to this Agreement as a Guarantor would result in an event of default under any finance instrument or agreement binding on such Material Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness existence at the date hereof which event of the Parent, the Borrower or any other Subsidiary default would cause a breach of the Parent or the BorrowerClause 24.7 (Cross default); or (ii) (A) such Subsidiary owns an Unencumbered Property (including, if it is unlawful for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other relevant Material Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering and/or that Material Subsidiary becoming a Guarantor could result in a personal liability for that Material Subsidiary’s directors or management. Each Obligor must use, and procure that the relevant Material Subsidiary uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability (including without limitation agreeing appropriate limitations to the Administrative Agent terms of the guarantee); or (iiii) an Accession Agreement executed by such in respect of a Material Subsidiary and (ii) the items with respect which is only required to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been become a Guarantor because it is a Material Subsidiary by virtue of the operation of paragraph (g) of the definition of Material Subsidiary in Clause 1.1 (Definitions); or (iv) in respect of a Material Subsidiary (other than the Target) which is a public company listed on a stock exchange (börsennotiert) on the Effective Datedate of this Agreement and on the Unconditional Date but only for so long as it remains a public listed company.

Additional Guarantors. (a) Prior If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the Closing Date or (y) Parent, in its sole discretion, elects to cause a Domestic Subsidiary that is not a Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to guarantee the Notes by executing a supplement to this Indenture, substantially in the form attached as Exhibit F hereto, and a supplement to the Investment Grade Rating Date and within 30 days of Note Guarantee, substantially in the form attached as Exhibit E hereto; provided, that any Person becoming Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Material Receivables Subsidiary or an Accommodation Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after the Effective Date, the Borrower shall deliver such time as it ceases to the Administrative Agent each of the following items, each in form be (and substance satisfactory to the Administrative Agent: (iis no longer any of) an Accession Agreement executed by such Immaterial Subsidiary, a Receivables Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any or an Excluded Subsidiary that is a Material Subsidiary ceasing or such time as it guarantees, or pledges any property or assets to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Sectionsecure, such Subsidiary shall comply with the provisions of this Sectionany other Note Obligations. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is not already no longer any of) an Immaterial Subsidiary, a Guarantor Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Note Obligations, then Parent will promptly cause such Domestic Subsidiary to guarantee the Notes by executing a supplement to this Indenture, substantially in the form attached as Exhibit F hereto, and to which any of the following conditions applies to become a Guarantor by delivering supplement to the Administrative Agent each of Note Guarantee, substantially in the following itemsform attached as Exhibit E hereto, each in form within 30 Business Days after such time as it ceases to be (and substance satisfactory to the Administrative Agent: (iis no longer any of) an Accession Agreement executed by Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guaranteestime as it guarantees, or otherwise becomes obligated in respect ofpledges any property or assets to secure, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessNote Obligations. (c) The Borrower mayNotwithstanding the provisions in Section 4.19(a) and 4.19(b), at its option, cause any Subsidiary that is not already a Guarantor no Regional Airline shall be required to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary hereunder at any time, provided however that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Regional Airline may become a Guarantor on at the Effective Datesole discretion of the Company.

Additional Guarantors. (a) Prior Within a reasonable period of time (such period not to exceed 45 days) following the Investment Grade Rating Date date that a Subsidiary of the Borrower first becomes the owner of an Eligible Property and within 30 days of any Person becoming if such Subsidiary still owns an Eligible Property on the date the following is required to be satisfied (such Subsidiary, a Material Subsidiary or an Accommodation Subsidiary after the Effective Date“Property Subsidiary”), the Borrower shall deliver to the Administrative Agent each of the following itemsfollowing, each in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary, in each case, if such Subsidiary or Subsidiaries not already party to the Guaranty: (i) an Accession Agreement executed by such Subsidiary and (ii) and the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f(xiv) if such Subsidiary or Subsidiaries had been a Guarantor Loan Party on the Effective Agreement Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the The Borrower shall cause any Subsidiary may request in writing that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each release, and upon receipt of the following items, each in form and substance satisfactory to such request the Administrative AgentAgent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) an Accession Agreement executed by such Subsidiary and Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(ivcovenants contained in Section 10.1.; (iii) through (viii), 6.1.(e) the representations and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, warranties made or otherwise becomes obligated in respect of, any Indebtedness of deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or any other Subsidiary warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Parent date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the BorrowerLoan Documents; or (iiiv) if, upon removal of such entity as a Guarantor, any Property would cease to be a Borrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2; (Av) such Subsidiary owns an Unencumbered Property (includingGuarantor will not have any, for or will be released contemporaneously from all, Guarantee obligations in respect of the avoidance of doubt, any Accommodation Subsidiary) Existing Credit Agreement; and (Bvi) the Administrative Agent shall have received such Subsidiary, written request at least 10 Business Days (or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered shorter period as may be acceptable to exist any Indebtedness. (cthe Administrative Agent) The prior to the requested date of release. Delivery by the Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (iboth as of the date of the giving of such request and as of the date of the effectiveness of such request) an Accession Agreement executed by such Subsidiary are true and (ii) the items correct with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Daterequest.

Additional Guarantors. (a) Prior to The Company shall cause each future Domestic Restricted Subsidiary that Guarantees the Investment Grade Rating Date and within 30 days of any Person becoming Debt Facility or becomes a Material Subsidiary or an Accommodation Subsidiary borrower under the Debt Facility after the Effective Date, the Borrower shall Issue Date to execute and deliver to the Administrative Agent each Trustee a Guarantee substantially in the form of Exhibit B hereto pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the following itemsprincipal of, each in form premium, if any, and substance satisfactory interest on the Notes and all other obligations under this Indenture on a senior basis. Notwithstanding the foregoing, any Domestic Restricted Subsidiary of the Company that at any time has total assets of less than $1,000,000, as reflected on such Subsidiary’s most recent balance sheet as of the date of determination, or consolidated cash flow for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of determination of less than $500,000, will not be required to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been become a Guarantor on unless it guarantees other Indebtedness of the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Company or a Restricted Subsidiary that is a Material Subsidiary ceasing to be subject to of the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this SectionCompany. (b) On In the event any Guarantor is released and at discharged in full from all times after of its obligations under guarantees of the Investment Grade Rating DateDebt Facility, then the Borrower Guarantee of such Guarantor shall cause be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not incurred any Subsidiary that is not already Indebtedness in reliance on its status as a Guarantor under Section 4.07 unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and to which any discharged or are otherwise permitted under one of the following conditions applies exceptions available under the definition of “Permitted Indebtedness” at the time of such release to become a Guarantor by delivering to the Administrative Agent each of the following itemsRestricted Subsidiaries. In addition, each Guarantee shall be released in form and substance satisfactory to accordance with the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness provisions of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessSection 10.02 hereto. (c) The Borrower mayEach Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect as it relates to such Subsidiary that would have been delivered Restricted Subsidiary, voidable under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the Effective Daterights of creditors generally.

Additional Guarantors. The Issuer shall take, and shall cause its Restricted Subsidiaries to procure, such actions as may be necessary so that additional Restricted Subsidiaries (athe “Additional Guarantors”) Prior provide guarantees of the Notes on the same terms as the Initial Guarantors such that the Guarantors shall, as of the date that is five months after the Issue Date, represent at least 70% of the Issuer’s consolidated Adjusted EBITDA for the nine months ended September 30, 2009. The Issuer shall take, and shall cause its Spanish Subsidiaries to take, such actions as may be necessary so that the Spanish Subsidiaries incorporated as private limited companies (sociedad de responsabilidad limitada) become public limited companies (sociedad de responsabilidad anónima) in order that they may be Additional Guarantors under this Section 4.22. The Issuer shall take, and shall cause its French Subsidiary to take, such actions as may be necessary so that the French Subsidiary incorporated as a société à responsabilité limitée becomes a French société par actions simplifiée in order that it may be an Additional Guarantor under this Section 4.22. Such Additional Guarantors shall execute supplemental indentures in the form of Exhibit D which shall be raised to the Investment Grade Rating Date and within 30 days status of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after public document in Spain before a Spanish Notary Public if the Effective Daterelevant supplemental indenture is entered into by a Spanish Subsidiary. Additionally, the Borrower shall deliver public deed raising the supplemental indenture of a Spanish Subsidiary to the Administrative Agent each status of a public document shall confirm in the following items, each in form and substance satisfactory to the Administrative AgentSpanish language: (i) an Accession Agreement executed by such Subsidiary and the guarantee to be provided under Article Ten of this Agreement; (ii) the items with respect provisions of Section 12.02 related to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing powers of attorney to be subject granted by the Holders and the Trustee to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary Security Trustee; and (iiiii) the items with respect to such Subsidiary that would have been delivered Special Provisions Regarding Enforcement Under the Laws of Spain established in the supplemental indenture by which a Spanish company becomes Additional Guarantor under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednessthis Agreement. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. Notify the Administrative Agent at the time that (a) Prior to the Investment Grade Rating Date and within 30 days of Subsidiary Borrower or any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: Restricted Subsidiaries acquire or create another Subsidiary (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viiiother than any Immaterial Subsidiary), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after Parent acquires or creates another Subsidiary to directly or indirectly own the Investment Grade Rating DateEquity Interests of the Subsidiary Borrower, any of the Borrower shall cause Restricted Subsidiaries or any Other Guarantor, (c) any Subsidiary of the Subsidiary Borrower that is not already a Guarantor and to which any of guarantees the following conditions applies to become a Guarantor by delivering to Senior Notes, the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect ofTerm Loans, any Indebtedness of other Pari Passu Obligation (as defined in the ParentIntercreditor Agreement) or owns any Vessel, the Borrower or (d) any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor is the subject of a Contract Winning Trigger, or (e) any Subsidiary of Parent or the Subsidiary Borrower that is not already a Guarantor becomes an Internal Charterer, after the Closing Date, then Parent or the Subsidiary Borrower, as applicable, will, in each case subject to the terms of the Intercreditor Agreement: (a) cause that Subsidiary to: (i) execute a Joinder Agreement or such comparable documentation pursuant to which it will become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and hereunder; and (ii) execute amendments to or otherwise accede to or join the items with respect Security Documents and cause the same to be perfected pursuant to which it becomes subject to the obligations of a Guarantor thereunder and pledge its assets, including the Equity Interests it owns in any of its Subsidiaries, pursuant to the Security Documents; and (b) deliver an opinion of counsel reasonably satisfactory in form and substance to the Collateral Agent, in each case within 20 Business Days of the date on which the Subsidiary was acquired or created or otherwise becomes subject to this Section; provided that any applicable Subsidiary may be released from its Guarantee and related pledge following the occurrence of a Contract Unwind Trigger provided the conditions to that release are satisfied. In addition, to the extent any such Subsidiary that would have been delivered under Sections 6.1.(a)(iv(a) through is not already a direct or indirect Subsidiary of the Subsidiary Borrower and (viii)b) does not constitute an Other Guarantor, 6.1.(e) and 6.1.(f) if Parent shall cause the Equity Interests of such Subsidiary had been to be transferred to the Subsidiary Borrower or a Guarantor on the Effective DateSubsidiary within 20 Business Days of such Subsidiary executing a Joinder Agreement or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements.

Additional Guarantors. (a) Prior to Following the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Closing Date, the Borrower shall deliver will not permit any of its Restricted Subsidiaries (other than a Guarantor) to Guarantee any Indebtedness of the Borrower or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(8)), unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a Guarantor on the date on which such other Guarantee is Incurred and, if applicable, executes and delivers to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Joinder Agreement pursuant to this Sectionwhich such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary shall comply Restricted Subsidiary’s Guarantee of such other Indebtedness, together with the provisions opinions of counsel and other documents set forth in Section 5.14(iii)(x) and (y) of this SectionAgreement. (b) On and at all times Loan Guarantees existing on or granted after the Investment Grade Rating DateClosing Date pursuant to this Section 4.16 or Section 5.14 of this Agreement shall be released as set forth in Section 12 of the Facility Guaranty. Loan Guarantees existing on or granted after the Closing Date pursuant to this Section 4.16(a) or Section 5.14(i)(z) of this Agreement may be released at the option of the Borrower, if at the date of such release, (i) the Indebtedness which required such Loan Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Closing Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower shall may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Loan Guarantee may be released at any time in the Borrower’s sole discretion. The Administrative Agent and the Security Agent (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Loan Guarantee in accordance with this Section 4.16(b), subject to customary protections and indemnifications. (c) Notwithstanding the foregoing, the Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to Section 4.16(b)(i) undertaken in connection with, such Guarantee, which in any case under any of Sections 4.16(c)(1), (2) and (3) cannot be avoided through measures reasonably available to the Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness existing on the Closing Date of such Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. Notwithstanding anything to the contrary, the Borrower will not permit each of (i) an Accession Agreement executed by such Subsidiary CSC TKR, LLC and its Subsidiaries and (ii) Cablevision Lightpath, Inc. to Incur any Indebtedness not in the items with respect to ordinary course of business or Guarantee any Indebtedness unless such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor and Pledgor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness, and (y) a Pledge Supplement.

Additional Guarantors. (a) Prior The Issuer shall cause each Material Subsidiary (other than Excluded Subsidiaries) that guarantees any Public Debt or any syndicated Credit Facilities of the Issuer or the Guarantors (other than (solely with respect to the Investment Grade Rating Date relevant Subsidiary) (i) any Guarantees of Public Debt or syndicated Credit Facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer and (ii) Public Debt or syndicated Credit Facilities in an amount not greater than $50 million) to (x) become a Guarantor within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after and (y) substantially concurrently with the Effective Dateprovision of such Guarantee, the Borrower shall to execute and deliver to the Administrative Agent each of Trustee a supplemental indenture in the following items, each in form and substance satisfactory attached to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement this Indenture pursuant to this Sectionwhich such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary shall comply with the provisions Restricted Subsidiary’s Guarantee of this Sectionsuch other Indebtedness. (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateIssue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee and the Notes Collateral Agent (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to (i) cause an Accession Agreement executed by Excluded Subsidiary to provide a Note Guarantee (for so long as such Subsidiary and entity is an Excluded Subsidiary), nor (ii) to cause any Restricted Subsidiary to provide a Note Guarantee to the items with respect extent and for so long as the Incurrence of such Guarantee pursuant to such Subsidiary that would have been delivered under Sections 6.1.(a)(ivthis Section 4.21(g)(ii) through could reasonably be expected to give rise to or result in: (viii)1) any violation of applicable law or regulation; (2) any liability for the officers, 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.104 EU-DOCS\26039728.6

Additional Guarantors. (a) Prior The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the Investment Grade Rating Date and relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after in the Effective Datecase of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the Borrower shall case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Administrative Agent each of Trustee a supplemental indenture in the following items, each in form and substance satisfactory attached to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement this Indenture pursuant to this Sectionwhich such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary shall comply with Restricted Subsidiary’s Guarantee of such other Indebtedness in the provisions case of this SectionSection 4.21(a)(ii). (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateIssue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the Administrative Agent extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (ie) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Accession Agreement executed by Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (ii1) any violation of applicable law or regulation; (2) any liability for the items officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) Prior Within 10 Business Days following the date on which either of the following conditions first applies to the Investment Grade Rating Date and within 30 days of any Person becoming Subsidiary (other than an Excluded Subsidiary) that is not already a Material Subsidiary or an Accommodation Subsidiary after the Effective DateGuarantor, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary (or if the Guaranty is not then in effect, the Guaranty) and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f(xvi) if such Subsidiary had been a Guarantor Loan Party on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (iA) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the BorrowerSubsidiary; or (iiB) (Ax) such Subsidiary owns an Unencumbered Property (includingEligible Property, for the avoidance of doubt, any Accommodation Subsidiary) and (By) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, either has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness or whose equity interests are owned directly or indirectly by another Subsidiary of the Parent (other than the Borrower) which has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness; provided that one or more direct or indirect Subsidiaries of the Parent that has or Guarantees (or has an equity interest holder that has or Guarantees) Indebtedness described above in clause (A) or (B) shall not be required to provide an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) so long as the aggregate amount of all such Indebtedness of, and guarantees by, all such Subsidiaries described above in clause (A) or (B) does not exceed $25,000,000. (cb) The Borrower maymay request in writing that the Administrative Agent release, at its optionand upon receipt of such request the Administrative Agent shall release, cause any Subsidiary that a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not already required to be a Guarantor party to become the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a Guarantor result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by delivering the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) [reserved], and (v) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (iboth as of the date of the giving of such request and as of the date of the effectiveness of such request) an Accession Agreement executed by such Subsidiary are true and (ii) the items correct with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Daterequest.

Additional Guarantors. (a) Prior The Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to the Investment Grade Rating Date and within 30 days Guarantee any Indebtedness of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(8), unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Joinder Agreement pursuant to this Sectionwhich such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary shall comply with the provisions Restricted Subsidiary’s Guarantee of this Sectionsuch other Indebtedness. (b) On and at all times Loan Guarantees existing on or granted after the Investment Grade Rating DateClosing Date pursuant to this Section 4.16 shall be released as set forth in Section 9.20 of the Credit Agreement. Loan Guarantees existing on or granted after the Closing Date pursuant to this Section 4.16(b) may be released at the option of the Borrower, if at the date of such release, (i) the Indebtedness which required such Loan Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Closing Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower shall may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Loan Guarantee may be released at any time in the Borrower’s sole discretion. The Administrative Agent and the Security Agent (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Loan Guarantee in accordance with this Section 4.16(b), subject to customary protections and indemnifications. (ic) Notwithstanding the foregoing, the Company shall not be obligated to cause an Accession Agreement executed by Excluded Subsidiary to provide a Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (ii1) any violation of applicable law or regulation; (2) any liability for the items officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to Section 4.16(b)(i) undertaken in connection with, such Guarantee, which in any case under any of Sections 4.16(c)(1), (2) and (3) cannot be avoided through measures reasonably available to the Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary that would have been delivered under Sections 6.1.(a)(ivis not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Section 4.16(c)(4) through (viii), 6.1.(e) and 6.1.(f) if applies only for so long as such Subsidiary had been a Guarantor on the Effective Dateprepayment premium applies to such Indebtedness.

Additional Guarantors. (a) Prior to Following the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Closing Date, the Borrower shall deliver will not permit any of its Restricted Subsidiaries (other than a Guarantor) to Guarantee any Indebtedness of the Borrower or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(8)), unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a Guarantor on the date on which such other Guarantee is Incurred and, if applicable, executes and delivers to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Joinder Agreement pursuant to this Sectionwhich such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary shall comply Restricted Subsidiary’s Guarantee of such other Indebtedness, together with the provisions opinions of counsel and other documents set forth in Section 5.14(iii)(x) and (y) of this SectionAgreement. (b) On and at all times Loan Guarantees existing on or granted after the Investment Grade Rating DateClosing Date pursuant to this Section 4.16 or Section 5.14 of this Agreement shall be released as set forth in Section 12 of the Facility Guaranty. Loan Guarantees existing on or granted after the Closing Date pursuant to this Section 4.16(a) or Section 5.14(i)(z) of this Agreement may be released at the option of the Borrower, if at the date of such release, (i) the Indebtedness which required such Loan Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Closing Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower shall may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Loan Guarantee may be released at any time in the Borrower’s sole discretion. The Administrative Agent and the Security Agent (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Loan Guarantee in accordance with this Section 4.16(b), subject to customary protections and indemnifications. (c) Notwithstanding the foregoing, the Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to Section 4.16(b)(i) undertaken in connection with, such Guarantee, which in any case under any of Sections 4.16(c)(1), (2) and (3) cannot be avoided through measures reasonably available to the Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness existing on the Closing Date of such Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. Notwithstanding anything to the contrary, the Borrower will not permit each of (i) an Accession Agreement executed by such Subsidiary CSC TKR, LLC and its Subsidiaries and (ii) Cablevision Lightpath, Inc. to Incur any Indebtedness not in the items with respect to ordinary course of business or Guarantee any Indebtedness unless such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor and Pledgor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or parri passu with such Subsidiary’s Guarantee of such other Indebtedness, and (y) a Pledge Supplement.

Additional Guarantors. (a) Prior If on the last day of each calendar quarter ending December 31, 1999, September 30, 2000 and each calendar quarter ending thereafter the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Borrower and its Non-Real Estate Restricted Subsidiaries attributable to the Investment Grade Rating Date Borrower and the Guarantors is less than 70% of the Adjusted EBITDA for such four calendar quarters of the Borrower and the Non-Real Estate Restricted Subsidiaries, then the Borrower will, within 30 days 15 Business Days of any Person becoming the date on which the balance sheet for such date is required to be delivered pursuant to Section 7.6(i) or Section 7.6(ii), cause a Material Subsidiary or an Accommodation Subsidiaries to become a Guarantor or Guarantors hereunder so that the portion of the Adjusted EBITDA for the Borrower and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors for such period is equal to or in excess of 70% of the Adjusted EBITDA for the Borrower and its Non-Real Estate Restricted Subsidiaries for such period. To the extent any Subsidiary after becomes a Guarantor as a result of the Effective Daterequirements of this Section 7.25(a), the Borrower Guaranty of such Subsidiary shall deliver to the Administrative Agent each be released upon request of the following items, each in form and substance satisfactory to the Administrative Agent: Borrower if (i) an Accession Agreement executed by on the last day of two successive calendar quarters the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Borrower and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors (other than the Guarantor which the Borrower has requested be released) is greater than 70% of the Adjusted EBITDA for each such Subsidiary period of the Borrower and its Non-Real Estate Restricted Subsidiaries and (ii) no Event of Default or Default is continuing. The Administrative Agent is hereby authorized to execute all appropriate documents on behalf of the items with respect Lenders to document the release of such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Sectionits Guaranty. (b) On and at all times after In addition to the Investment Grade Rating Date, requirements of Section 7.25(a) the Borrower shall will cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each hereunder within 15 days of the following itemsdate on which the balance sheet and income statement for any calendar quarter is required to be delivered pursuant to Section 7.6(i), each in form or Section 7.6(ii), if for the four calendar quarters then ending the portion of Adjusted EBITDA for the Borrower and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect its Non-Real Estate Restricted Subsidiaries attributable solely to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) for such period is equal to or in excess of 5% of the Adjusted EBITDA for the Borrower and 6.1.(f) if its Non-Real Estate Restricted Subsidiaries for such period. To the extent any such Subsidiary had been becomes a Guarantor Guarantor, such Guaranty shall be released upon request of the Borrower if on the Effective Date: (i) last day of two successive calendar quarters the portion of Adjusted EBITDA of the Borrower and its Non-Real Estate Restricted Subsidiaries for such period attributable solely to such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness was less than 5% of the Parent, total Adjusted EBITDA of the Borrower and its Non-Real Estate Restricted Subsidiaries for such period, provided that no Event of Default or any other Subsidiary Default is continuing. The Administrative Agent is hereby authorized to execute all appropriate documents on behalf of the Parent or Banks to document the Borrower; or (ii) (A) release of such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessGuaranty. (c) The Borrower mayTo the extent Section 7.25(a) or (b) would require that a Foreign Subsidiary be added as a Guarantor, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by in lieu of having such Subsidiary provide a Guaranty pursuant to Section 11, the Borrower may elect to provide, and (iito cause its Subsidiaries to provide, within 60 days of the date on which the Borrower is required by either Section 7.25(a) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.or

Additional Guarantors. (i) Subject to paragraph (b) below, a Subsidiary of UPC Broadband may become an Additional Guarantor by delivering to the Facility Agent a Guarantor Accession Agreement, duly executed by that company. (ii) A person which (a) Prior becomes the immediate Holding Company of UPC Broadband or (b) becomes an Additional Obligor under the New Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company or Additional Obligor (as applicable), become an Additional Guarantor by delivering to the Investment Grade Rating Date Facility Agent a Guarantor Accession Agreement, duly executed by that company. (iii) Upon execution and within 30 days delivery of any Person becoming a Material Guarantor Accession Agreement and delivery of the documents specified in sub-paragraph (iv) below, the relevant Subsidiary or person referred to in sub-paragraph (i) or (ii) above will become an Accommodation Subsidiary after Additional Guarantor. (iv) UPC Broadband shall procure that, at the Effective Date, the Borrower shall deliver same time as a Guarantor Accession Agreement is delivered to the Administrative Facility Agent, there is also delivered to the Facility Agent all those documents listed in Part 2 of Schedule 2 (Conditions Precedent Documents), in each of the following items, each case in form and substance satisfactory to the Administrative Agent: Facility Agent (acting reasonably). (v) The Guarantor Accession Agreement referred to in sub-paragraph (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii)above may, 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions prior written approval of this Sectionthe Facility Agent, include a limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (Guarantee) where such limitation is required by any applicable law. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective DateUPC Broadband shall: (i) procure that at all times the value of the aggregate EBITDA, total assets and total revenues of: (A) the Guarantors as of the Effective Date (other than, UPC Broadband, any UPC Broadband Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and (B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such Subsidiary Guarantees, or otherwise becomes obligated financial statements have been provided in respect ofof such Additional Guarantors, any Indebtedness as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Guarantors) in respect of each Additional Guarantor), is equal to or greater than 95 per cent. of the ParentBorrower Group's consolidated EBITDA, total assets and total revenues (as calculated by reference to the Borrower relevant financial statements most recently provided under Clause 16.2(a) or any other Subsidiary (b) (Financial information)), if necessary by procuring that additional Subsidiaries of the Parent or the BorrowerUPC Broadband become Additional Guarantors; orand (ii) consult with the Facility Agent prior to any entity becoming an Additional Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of such entity becoming an Additional Guarantor, in the consolidated financial position of the Borrower Group (Ataken as a whole) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, which would or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered be reasonably likely to exist any Indebtednesshave a Material Adverse Effect. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering UPC Broadband represents and warrants to the Administrative Agent Finance Parties that it is in compliance with paragraph (ib) an Accession Agreement executed above as of the Effective Date (all relevant calculations being made by such Subsidiary and reference to the financial statements most recently provided under Clause 16.2(a) or (iib) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv(Financial Information). (d) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on After the Effective Date, UPC Broadband shall be in compliance with its obligations under paragraph (b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the delivery to the Facility Agent of any financial statements delivered under Clause 16.2(a) or (b) (Financial information) which demonstrate that additional Subsidiaries of UPC Broadband are required to be become Additional Guarantors under paragraph (b). (e) The execution of a Guarantor Accession Agreement constitutes confirmation by the relevant Additional Guarantor that the relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the date of the Guarantor Accession Agreement are correct, as if made with reference to the facts and circumstances then existing.

Additional Guarantors. (a) Prior Subject to any applicable limitations set forth in the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating DateGuarantee Agreement, the Borrower shall cause each direct or indirect Domestic Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including each Domestic Subsidiary that ceases to constitute an Excluded Subsidiary pursuant to any category in the definition thereof) to execute a supplement to each of the Guarantee Agreement and the Collateral Documents (if any) in order to become a Guarantor under the Guarantee Agreement and a grantor and pledgor under the Collateral Documents. In addition, (x) as of the end of any fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) and (y) as of the time of any Investment in any Subsidiary (other than El Paso Pipeline LP Holdings, L.L.C., any MLP, any Subsidiary that is not already a Guarantor general partner of such MLP and to which any of their respective Subsidiaries) that is not a Guarantor, in each case, the following conditions applies aggregate Pro Forma EBITDA Percentage of all direct Subsidiaries of the Borrower that are not Guarantors shall not, without duplication, exceed 10% as of the last fiscal quarter most recently ended for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b); provided that the Borrower may designate an Excluded Subsidiary or an Unrestricted Subsidiary to become a Guarantor (and a Restricted Subsidiary) by delivering executing a supplement to the Administrative Agent each Guarantee Agreement, if the result of such designation would lower the aggregate Pro Forma EBITDA Percentage of all direct Subsidiaries of the following items, each in form and substance satisfactory Borrower that are not Guarantors to less than 10% as of the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would last fiscal quarter most recently ended for which financial statements have been or are required to be delivered under Sections 6.1.(a)(ivpursuant to Section 5.01(a) through or (viiib), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior The Borrowers shall ensure that: (i) as of the last day of each fiscal quarter of Auna, the then existing Loan Parties (with the exception of any Excluded Subsidiaries) represent at least (x) 90% of the Consolidated Adjusted EBITDA and Total Assets or (y) 95% of the Consolidated Adjusted EBITDA and Total Assets (in each case, excluding Dentegra, Oncomedica and Clínica Portoazul) (the “Loan Party Coverage Requirement”); provided that, if the Loan Party Coverage Requirement shall not be satisfied as of any such date, then the Borrowers shall cause such other Subsidiaries of Auna (other than any Excluded Subsidiaries) to become Guarantors in accordance with Section 6.16(b) such that the Loan Party Coverage Requirement shall be so satisfied; provided further that if the Loan Party Coverage Requirement cannot be satisfied solely due to the Investment Grade Rating Date and within 30 days existence of any Excluded Subsidiaries, then the Loan Party Coverage Requirement shall be deemed to have been satisfied for the purposes of this Section 6.16(i); (ii) any Subsidiary that is not a Loan Party and that is or becomes (x) a grantor under the Security Documents or (y) a guarantor under any Indebtedness secured by a Lien on the Collateral, including the Senior Secured Bonds, becomes a Guarantor in accordance with Section 6.16(b). (b) The Borrowers shall cause each Person becoming that shall become a Material Subsidiary or an Accommodation Subsidiary Guarantor after the Effective DateClosing Date as provided herein to promptly, and in any event within three (3) Business Days from the Borrower date on which such Person shall become a Guarantor, to execute and deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and a Guarantor Joinder Agreement, (ii) if the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(ivadditional Guarantor is a Mexican Guarantor, (x) through Mexican Notes in substantially the form attached as Exhibit G-1 or Exhibit G-2 (viiias applicable), 6.1.(eand signed by the respective Mexican Guarantor(s), in exchange for any existing Notes, or (y) additional signature pages to the existing Notes, duly signed by each such Guarantor as a guarantor (por aval), (iii) if the additional Guarantor is incorporated in Peru, Peruvian Notes in substantially the form attached hereto as Exhibit D-1 or Exhibit D-2 (as applicable) and 6.1.(fPeruvian Notes Completion Agreement in substantially the form attached hereto as Exhibit D-3 or Exhibit D-4 (as applicable), duly signed by each such Guarantor evidencing their Guarantee in respect of the Loans and all Obligations under the Loan Documents, (iv) if the additional Guarantor is incorporated in Colombia, Colombian Notes in substantially the form attached as Exhibit C hereto, duly signed by each such Subsidiary had been a Colombian Guarantor on the Effective Date; providedin respect of its obligations as Guarantor, however, promptly (v) an officer’s certificate in form and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering substance reasonably satisfactory to the Administrative Agent each with respect to certain representations and warranties of such Guarantor, (vi) true and correct copies of the following itemsOrganizational Documents of each such Guarantor (as described in Section 4.01(b), (vii) all documentation and other information that the Administrative Agent requires or any Lender in order to comply with its obligations under applicable “know your customer” rules and regulations and applicable internal policies with respect to each such additional Guarantor and (viii) a customary legal opinion of applicable local counsel to such Guarantor in form and substance satisfactory reasonably acceptable to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii.), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. Notify the Lender at the time that any Person, including any other Subsidiary, becomes a Material Domestic Subsidiary, and promptly thereafter (and in any event within forty-five (45) days), cause such Person to (a) Prior become a Guarantor by executing and delivering to the Investment Grade Rating Date Lender a Joinder Agreement in the form set forth as Exhibit G attached hereto, and within 30 days (b) deliver to the Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Lender. In addition to the foregoing requirement that all Material Domestic Subsidiaries become Guarantors under the Guaranty, the Borrower agrees as follows: (i) immediately upon Financial Models Company Ltd. ("FMC Ltd."), a New York corporation (and presently a subsidiary of Target), becoming a direct Domestic Subsidiary of the Borrower, the Borrower will cause FMC Ltd. to become a Guarantor in the manner described in the preceding sentence, (ii) in the event that at the end of any Person becoming fiscal quarter the annual revenue of a Material Domestic Subsidiary or an Accommodation Subsidiary after (not at such time a Guarantor) of the Effective DateBorrower during the trailing twelve-month period is greater than $10,000,000, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 forty-five (45) days) upon cause such Domestic Subsidiary to become a Guarantor in the manner described in the preceding sentence, and (iii) in the event that at the end of any Excluded Subsidiary that fiscal quarter the aggregate annual revenues of all Domestic Subsidiaries (not at such time Guarantors) of the Borrower during the trailing twelve month period is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Dategreater than $30,000,000, the Borrower shall promptly (and in any event within forty-five (45) days) cause any Subsidiary that is not already a Guarantor and to which any one or more of the following conditions applies such Domestic Subsidiaries to become a Guarantor by delivering Guarantors, in the manner described in the preceding sentence, such that (after giving effect to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (iiguaranties) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a aggregate annual revenues of all non-Guarantor on Domestic Subsidiaries during the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednesstrailing twelve months period is less than $30,000,000. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. If on the last day of the calendar quarter ended March 31, 2015 and each calendar quarter ending thereafter the total liabilities of the non‑Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (a15) Prior Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause an additional Subsidiary or additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the Investment Grade Rating Date total liabilities of the non‑Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and within 30 days of its Subsidiaries. Upon any Person such Subsidiary becoming a Material Subsidiary or an Accommodation Subsidiary after Guarantor hereunder the Effective Date, the Borrower Parent shall deliver provide to the Administrative Agent each an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the following items12-month period then ended (other than as a result of a one time, each in form and substance satisfactory non-recurring or extraordinary event reasonably acceptable to the Administrative Agent: ) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) an Accession Agreement executed by such Subsidiary it exceeds either of the thresholds set forth in the second preceding sentence and (ii) at the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any end of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary immediately preceding fiscal quarter of the Parent the Cash Flow Leverage Ratio is 3.00 to 1.00 or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednesshigher. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. If on the last day of the calendar quarter ended September 30, 2013 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (a15) Prior Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause an additional Subsidiary or additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the Investment Grade Rating Date total -58- liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and within 30 days of its Subsidiaries. Upon any Person such Subsidiary becoming a Material Subsidiary or an Accommodation Subsidiary after Guarantor hereunder the Effective Date, the Borrower Parent shall deliver provide to the Administrative Agent each an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the following items12-month period then ended (other than as a result of a one time, each in form and substance satisfactory non-recurring or extraordinary event reasonably acceptable to the Administrative Agent: ) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) an Accession Agreement executed by such Subsidiary it exceeds either of the thresholds set forth in the second preceding sentence and (ii) at the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any end of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary immediately preceding fiscal quarter of the Parent the Cash Flow Leverage Ratio is 3.00 to 1.00 or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednesshigher. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior The Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to the Investment Grade Rating Date and within 30 days of Guarantee any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each Indebtedness of the following items, each in form and substance satisfactory to the Administrative Agent: Issuer or any Guarantor (iother than Indebtedness Incurred under Section 4.04(b)(7) hereof) unless such Restricted Subsidiary (other than an Accession Agreement executed by such Subsidiary and (iiExcluded Subsidiary) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, promptly (and in this covenant will not be applicable to any event within 30 days) upon Guarantee of any Excluded Restricted Subsidiary that is existed at the time such Person became a Material Restricted Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Sectionand was not incurred in connection with, or in contemplation of, such Subsidiary shall comply with the provisions of this SectionPerson becoming a Restricted Subsidiary. (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateIssue Date pursuant to this covenant shall be released as set forth under Section 10.06, as applicable. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Notes Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee and the Notes Security Agent (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (ie) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Company shall not be obligated to cause an Accession Agreement executed by Excluded Subsidiary (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (ii1) any violation of applicable law or regulation; (2) any liability for the items officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this paragraph undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary that would have been delivered under Sections 6.1.(a)(ivis not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) through (viii), 6.1.(e) and 6.1.(f) if applies only for so long as such Subsidiary had been a Guarantor on the Effective Dateprepayment premium applies to such Indebtedness.

Additional Guarantors. If on the last day of each calendar quarter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (a15) Prior Business Days of the date on which the balance sheet as of such date is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii), cause an additional Subsidiary or additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the Investment Grade Rating Date total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and within 30 days its Subsidiaries. In addition, if on the last day of any Person becoming a Material calendar quarter any Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following itemsParent which is not a Guarantor accounts for either (i) 10% or more of the Adjusted EBITDA of the Parent for the 12- month period then ended (other than as a result of a one time, each in form and substance satisfactory non- recurring or extraordinary event reasonably acceptable to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and or (ii) 10% or more of the items with respect book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such date is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii), cause such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following itemshereunder; PROVIDED that, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such for any non-Wholly Owned Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower Parent shall exclude from the Adjusted EBITDA and book value of assets calculations for that Subsidiary, the proportion of Adjusted EBITDA and book value of assets attributable to the interests in that Subsidiary not owned, directly or any other Subsidiary of indirectly, by Parent. No later than August 16, 2008, the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (includingshall cause ▇▇▇▇▇ ▇▇▇▇ LaSalle New England, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor LLC to become a Guarantor by delivering hereunder. In addition, the Parent shall cause each "Guarantor" under the Multicurrency Credit Agreement to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent shall reasonably request. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Dateupdated Schedule 5.2.

Additional Guarantors. (a) Prior Cause each member of the Consolidated Group that owns all or any portion of an Unencumbered Asset to the Investment Grade Rating Date execute and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each an Unencumbered Asset Guaranty within (10) days after the date that such member of the Consolidated Group first owns all or any portion of an Unencumbered Asset, whether through the acquisition of such a Property or the release of such a Property from a Lien securing Indebtedness or from any other restriction or encumbrance that prevented such Property from qualifying as an Unencumbered Asset. If at any time (i) a member of the Consolidated Group that has signed and delivered an Unencumbered Asset Guaranty has commenced efforts to sell an Unencumbered Asset or any portion thereof or to obtain financing to be secured by a Lien thereon (to be closed, in either case within sixty (60) days after the date of the following itemsrequest for release), each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been Borrower delivers a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering written request to the Administrative Agent (ito be delivered together with a certification of such fact) an Accession Agreement executed for the release of such member from its Unencumbered Asset Guaranty, (iii) Borrower delivers a compliance certificate in substantially the form of Exhibit H hereto signed by such Subsidiary and (ii) the items with respect to such Subsidiary Borrower’s chief financial officer, treasurer or chief accounting officer confirming that Borrower would have been delivered under Sections 6.1.(a)(iv) through be in compliance with all of the covenants of the Loan Documents as of the end of the last fiscal quarter, assuming the applicable Unencumbered Asset was sold or a Lien securing an amount equal to the proposed financing was placed thereon on the last day of such fiscal quarter, showing the calculations and computations necessary to determine such pro-forma compliance with the financial covenants contained in this Agreement (viiiincluding such schedules and backup information as may be necessary to demonstrate such compliance), 6.1.(eand (iv) no Default or Event of Default exists at the time of request described in the immediately preceding clause (ii), such member of the Consolidated Group shall be released from its Unencumbered Asset Guaranty by a written release executed by the Administrative Agent on behalf of the Lenders, provided that if the projected sale or secured financing is not effectuated Borrower shall cause such Unencumbered Asset Guaranty to be re-executed and 6.1.(f) if such Subsidiary had been a Guarantor on re-delivered to the Effective DateAdministrative Agent.

Additional Guarantors. If on the last day of the calendar quarter ending June 30, 2007 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (a15) Prior Business Days of the date on which the balance sheet as of such date is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii), cause an additional Subsidiary or additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the Investment Grade Rating Date total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and within 30 days its Subsidiaries. In addition, if on the last day of any Person becoming a Material calendar quarter any Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following itemsParent which is not a Guarantor on the First Amendment Effective Date accounts for either (i) 10% or more of the Adjusted EBITDA of the Parent for the 12-month period then ended (other than as a result of a one time, each in form and substance satisfactory non-recurring or extraordinary event reasonably acceptable to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and or (ii) 10% or more of the items with respect book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such date is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii), cause such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following itemshereunder; PROVIDED that, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such for any non-Wholly Owned Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower Parent shall exclude from the Adjusted EBITDA and book value of assets calculations for that Subsidiary, the proportion of Adjusted EBITDA and book value of assets attributable to the interests in that Subsidiary not owned, directly or any other Subsidiary indirectly, by Parent. Within 60 days of the First Amendment Effective Date, the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (includingshall cause ▇▇▇▇▇ Lang LaSalle New England, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor LLC to become a Guarantor by delivering hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent shall reasonably request. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Dateupdated Schedule 5.2.

Additional Guarantors. (a) Prior to The Issuer may request that any Group Company becomes an Additional Guarantor. (b) A Group Company shall become an Additional Guarantor if: (i) the Investment Grade Rating Date Issuer and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall proposed Additional Guarantor deliver to the Administrative Security Agent each a duly completed and executed Accession Letter; (ii) the Security Agent has received (or waived the receipt of) all of the following itemsdocuments, each items and evidence specified in clause 12.3 (Conditions precedent for additional Guarantors) of the Terms and Conditions in form and substance satisfactory to the Administrative Agent: Security Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viiiacting reasonably), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section.and (biii) On and at all times after for as long as any amounts and/or any commitment remain outstanding under the Investment Grade Rating DateFacility Agreement, the Borrower shall cause any Subsidiary Security Agent has received a confirmation from the Super Senior Agent that is not already a Guarantor the Super Senior Agent has received (or waived the receipt of) all the documents, items and to which any evidence specified in part 2 of schedule 2 (Conditions Precedent) of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each Facility Agreement in form and substance satisfactory to the Administrative Agent: Super Senior Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viiiacting reasonably), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to Security Agent shall notify the Administrative Agent Issuer promptly upon (i) an Accession Agreement executed by such Subsidiary being satisfied that it has received in form and substance reasonably satisfactory to it (or waived the receipt of) all the documents, items and evidence specified in clause 12.3 (Conditions precedent for additional Guarantors) of the Terms and Conditions and (ii) for as long as any amounts and/or any commitment remain outstanding under the Facility Agreement, having received a confirmation from the Super Senior Agent that the Super Senior Agent is satisfied that it has received in form and substance satisfactory to it (or waived the receipt of) all the documents, items with respect and evidence specified in part 2 of schedule 2 (Conditions Precedent) of the Facility Agreement. (d) The Security Agent may assume that the documentation and evidence delivered to it is accurate, legally valid, enforceable, correct and true, and the Security Agent does not have to verify or assess the contents of any such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been documentation. The conditions precedent are not reviewed by the Security Agent from a Guarantor on legal or commercial perspective of the Effective DateSecured Parties.

Additional Guarantors. (a) Prior Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 21.9 (“Know your customer” checks), the Borrower may request that any Holdco Group Member or Group Member become party hereto as a “Guarantor” (which Holdco Group Member or Group Member, subject to the Investment Grade Rating Date Security Principles, shall at the same time grant Transaction Security in accordance with the Security Principles and within 30 days of any Person becoming shall accede to the Intercreditor Agreement as a Material Subsidiary or an Accommodation Subsidiary after “Debtor” (as defined in the Effective DateIntercreditor Agreement)). (b) Without prejudice to Clause 23.45 (Conditions subsequent: hedging and security) and Clause 23.30 (Guarantors), the Borrower shall procure that: (i) (if the Wholly-Own Time has occurred) each Offshore Group Member which is a Material Company shall, subject to the Security Principles, as soon as reasonably practicable and in any event within 90 days of becoming a Material Company (or, if such Offshore Group Member is a Material Company as at the Wholly-Own time, within 90 days of the Wholly-Own time), become party hereto as a “Guarantor” and party to the Intercreditor Agreement as a “Debtor” (as defined in the LBO Intercreditor Agreement); and (ii) each Obligor shall grant Transaction Security over its assets in accordance with the Security Principles promptly (in any event within 90 days) upon such Obligor’s becoming an Obligor and (to the extent not already subject to Transaction Security) as soon as reasonably practicable upon acquisition of any such asset. (c) A Holdco Group Member or a Group Member (“Proposed Additional Guarantor”) shall become party hereto as a “Guarantor” if: (i) the Borrower and such Proposed Additional Guarantor deliver to the Administrative Facility Agent each a duly completed and executed Accession Deed (in respect of the following itemsaccession of such Proposed Additional Guarantor as a “Guarantor”); and (ii) the Facility Agent has received, or waived the requirement to receive, all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Proposed Additional Guarantor, each in form and substance satisfactory to the Administrative Agent: Facility Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viiiacting reasonably), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (bd) On and at all times after the Investment Grade Rating Date, The Facility Agent shall notify the Borrower shall cause any Subsidiary and the Lenders promptly upon being satisfied that is not already a Guarantor and it has received, or waived the requirement to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following itemsreceive, each (in form and substance satisfactory to it) all the Administrative Agent: documents and other evidence listed in Part II of Schedule 2 (iConditions Precedent) an Accession Agreement executed by such Subsidiary and (ii) the items with respect in relation to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessProposed Additional Guarantor. (ce) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering Other than to the Administrative extent that the Majority Lenders notify the Facility Agent in writing to the contrary before the Facility Agent gives the notification described in paragraph (id) an Accession Agreement executed by such Subsidiary and above, the Lenders authorize (iibut do not require) the items with respect Facility Agent to give that notification. The Facility Agent shall not be liable for any damages, costs or losses whatsoever as a result of giving any such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Datenotification.

Additional Guarantors. (a) Prior Subject to compliance with the Investment Grade Rating Date provisions of paragraphs (c) and within 30 days (d) of Clause 19.7 (“Know your customer” checks), the Company may request that any Person becoming a of its Subsidiaries become an Additional Guarantor. (b) To the fullest extent permitted by law, if any notice delivered pursuant to paragraph (d) of Clause 19.4 (Information: miscellaneous) indicates that any Subsidiary of the Company has become an Offshore Material Subsidiary or an Accommodation and if that Offshore Material Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: is not already a Guarantor: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Offshore Material Subsidiary had been is a Guarantor on wholly-owned Subsidiary of the Effective Date; providedCompany, however, promptly (the Company shall procure as soon as practicable and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions thirty days of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any delivery of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrowerrelevant financial statements; or (ii) if such Offshore Material Subsidiary is not a wholly-owned Subsidiary of the Company, the Company shall use its reasonable endeavours to procure, that the relevant Offshore Material Subsidiary shall become an Additional Guarantor and the Holding Company of that Offshore Material Subsidiary will become an Additional Chargor (Aunder and as defined in the Composite Share Charge), each in accordance with paragraph (c) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednessbelow. (c) The Borrower may, at its option, cause any Subsidiary that is not already a A Group Member shall become an Additional Guarantor to become a Guarantor by delivering to the Administrative Agent if: (i) an the Company delivers to the Agent a duly completed and executed Accession Agreement executed by such Subsidiary and Letter; (ii) where the items with respect Intercreditor Agreement has been entered into, the proposed Additional Guarantor delivers to the Security Agent a duly completed and executed Debtor Accession Deed as defined in the Intercreditor Agreement pursuant to the terms thereof; (iii) where the Composite Share Charge has been entered into, the Holding Company of such Subsidiary proposed Additional Guarantor delivers to the Security Agent a duly completed and executed Composite Share Charge Deed of Accession to (and as defined in) the Composite Share Charge pursuant to the terms thereof to create an effective first ranking fixed Security over the entire issued share capital in such proposed Additional Guarantor in favour of the Security Agent; and (iv) the Agent has received all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent required to be delivered by an Additional Guarantor) in form and substance reasonably satisfactory to the Agent, in relation to that would have been delivered Additional Guarantor. (d) The Agent shall notify the Company and the Lenders promptly upon being so satisfied (acting reasonably) under Sections 6.1.(a)(ivparagraph (c)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Dateabove.

Additional Guarantors. If, as of a fiscal quarter-end, (a) Prior to a Domestic Subsidiary that is not a Guarantor (other than LPAC Corp. and other than a Domestic Subsidiary that is a FSHCO or a Subsidiary of a Foreign Subsidiary that is a CFC) has either (x) a book value (as determined in accordance with GAAP) of total assets equaling or exceeding 10% of the Investment Grade Rating Date and within 30 days book value (as determined in accordance with GAAP) of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, Consolidated Total Assets of the Borrower shall deliver and all of its Subsidiaries as determined as of the last day of the fiscal quarter of the Borrower most recently ended prior to such date of determination or (y) Consolidated EBITDA (determined on a standalone basis for such Subsidiary) equaling or exceeding 10% of Consolidated EBITDA of the Borrower and all of its Subsidiaries for any period of four consecutive fiscal quarters most recently ended prior to such date of determination or (b) the Borrower elects in a writing delivered to the Administrative Agent each to join any Domestic Subsidiary that is not a Guarantor as a party to the Guaranty Agreement as guarantor of the following itemsObligations, then within 45 days in the case of clause (a) after the end of such fiscal quarter or, in the case of clause (b), after the date of such election in the case of clause (a) (or such later or other date agreed to in writing by the Administrative Agent) the Borrower shall: (i) cause each such Subsidiary to execute and deliver a copy of the supplement to the Guaranty Agreement attached thereto as Exhibit A (or any other supplement thereto in form and substance reasonably satisfactory to the Administrative Agent: ) pursuant to Section 2.01(j) of the Guaranty Agreement; (iii) an Accession cause each such Subsidiary to execute and/or deliver such other documentation as the Administrative Agent may reasonably request to (A) evidence the authority of each such Subsidiary to execute, deliver and perform the Guaranty Agreement executed by and to evidence the existence and good standing of each such Subsidiary and (iiB) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. applicable “know your customer” rules and regulations, including the Patriot Act; and (biii) On and at all times after to the Investment Grade Rating Dateextent requested by the Administrative Agent in its reasonable discretion, the Borrower shall cause any Subsidiary that is not already deliver a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering favorable written opinion (addressed to the Administrative Agent and the Banks) of counsel to each of such Subsidiary covering substantially the following items, same matters as the opinions originally delivered on the Effective Date and such other matters relating to each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to Loan Documents as the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Dateshall reasonably request.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent Cause each of its Domestic Subsidiaries other than the following itemsExcluded Subsidiaries, each in form and substance satisfactory whether newly formed, after acquired or otherwise existing, to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 daysfive (5) upon any Business Days) after such Domestic Subsidiary is formed or acquired as permitted herein become a Guarantor hereunder, by way of execution of a Joinder Agreement and a Pledge Joinder Agreement. Cause each Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this SectionDomestic Subsidiary, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times whether newly formed, after the Investment Grade Rating Dateacquired or otherwise existing, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor hereunder promptly (and in any event within five (5) Business Days) after such Excluded Subsidiary becomes capitalized (other than nominally capitalized in connection with such Excluded Subsidiary’s formation) or commences any activity, by delivering way of execution of a Joinder Agreement and a Pledge Joinder Agreement. The Obligations shall be secured by a first priority perfected pledge of 65% of the Capital Stock of all Foreign Subsidiaries, other than Excluded Subsidiaries, owned by such Guarantor (or 100%, if no adverse tax consequences could reasonably be expected to result therefrom, in which case such Foreign Subsidiary shall, in lieu of any pledge of the Capital Stock thereof, become a Guarantor by complying with the requirements of this Section 5.10(a)). In connection therewith, the Credit Parties shall give notice to the Administrative Agent each not less than ten (10) Business Days prior to creating a Domestic Subsidiary or a Foreign Subsidiary (other than an Excluded Subsidiary, in which case such notice shall be provided ten (10) Business Days prior to the capitalization thereof (other than nominal capitalization) or commencement of any activity, whichever occurs first), or acquiring the following itemsCapital Stock of any other Person. In connection with the foregoing, each in form and substance satisfactory the Credit Parties shall deliver to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items , with respect to such Subsidiary that would have been delivered under each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 6.1.(a)(iv) through (viii4.1(b), 6.1.(e4.1(c), 4.1(d) and 6.1.(f) if 5.13 and such Subsidiary had been a Guarantor on other documents or agreements as the Effective Date: (i) such Subsidiary GuaranteesAdministrative Agent may reasonably request as may be necessary or, or otherwise becomes obligated in respect ofthe opinion of Administrative Agent, any Indebtedness desirable to create in favor of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (includingAdministrative Agent, for the avoidance benefit of doubtLender Parties, any Accommodation Subsidiarya valid and perfected first priority Lien on all of the Collateral of such Guarantor described in the Pledge Agreement. Any new affiliates (other than Subsidiaries of the Borrower) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower created after the Closing Date may, at its optionthe request of the Borrower, cause any Subsidiary that is not already become Guarantors hereunder by delivery of an executed Joinder Agreement and a Guarantor to become a Guarantor by delivering to Pledge Joinder Agreement and the related required deliveries described above if, at the time thereof, the Administrative Agent (i) an Accession and Lenders, in their sole discretion, exercised reasonably, have agreed with the Borrower to amend the terms of this Agreement executed by to take into account the inclusion of such Subsidiary and (ii) new affiliates. Any such amendment to the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor terms hereof shall be based on the Effective Datefacts and circumstances, including the Indebtedness and other obligations of such affiliates, as they exist or are contemplated at the time of such request.

Additional Guarantors. (a) Prior The Issuer shall cause (i) each Material Subsidiary (other than an Excluded Subsidiary) and (ii) any other Restricted Subsidiary that Guarantees any Public Debt or any syndicated credit facilities of the Issuer or the Guarantors (except if the amount of such Public Debt or syndicated credit facilities is not greater than $35 million) to the Investment Grade Rating Date and (x) become a Guarantor within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after in the Effective Datecase of clause (i) and (y) in the case of clause (ii), substantially concurrently with the Borrower shall provision of such Guarantee, to execute and deliver to the Administrative Agent each of Trustee a supplemental indenture in the following items, each in form and substance satisfactory attached to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement this Indenture pursuant to this Sectionwhich such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary shall comply with the provisions Restricted Subsidiary’s Guarantee of this Sectionsuch other Indebtedness. (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateIssue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the Administrative Agent extent action is required by it) shall take all necessary actions requested by the Issuer, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (ie) an Accession Agreement executed by [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to Guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary and that is a partnership) shareholders of such Restricted Subsidiary (iior, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) the items any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Subsidiary that would have been delivered Guarantee, which in any case under Sections 6.1.(a)(iv) through any of clauses (viii1), 6.1.(e(2) and 6.1.(f(3) if of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary had been a Guarantor is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Effective DateIssue Date (or if later, on the date such entity becomes a Restricted Subsidiary) that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. (a) Prior The Issuer shall cause (i) each Material Subsidiary (other than an Excluded Subsidiary) and (ii) any other Restricted Subsidiary that Guarantees any Public Debt or any syndicated credit facilities of the Issuer or the Guarantors (except if the amount of such Public Debt or syndicated credit facilities is not greater than $35 million) to the Investment Grade Rating Date and (x) become a Guarantor within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after in the Effective Datecase of clause (i) and (y) in the case of clause (ii), substantially concurrently with the Borrower shall provision of such Guarantee, to execute and deliver to the Administrative Agent each of Trustee a supplemental indenture in the following items, each in form and substance satisfactory attached to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement this Indenture pursuant to this Sectionwhich such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary shall comply with the provisions Restricted Subsidiary’s Guarantee of this Sectionsuch other Indebtedness. (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateIssue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee and the Notes Collateral Agent (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (ie) an Accession Agreement executed by [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to Guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary and that is a partnership) shareholders of such Restricted Subsidiary (iior, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) the items any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Subsidiary that would have been delivered Guarantee, which in any case under Sections 6.1.(a)(iv) through any of clauses (viii1), 6.1.(e(2) and 6.1.(f(3) if of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary had been a Guarantor is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Effective DateIssue Date (or if later, on the date such entity becomes a Restricted Subsidiary) that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. (a) Prior If on the last day of the calendar quarter ending September 30, 2000 and each calendar quarter ending thereafter the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Investment Grade Rating Date Borrower and the Guarantors is less than 70% of the Adjusted EBITDA for such four calendar quarters of the Parent and the Non-Real Estate Restricted Subsidiaries, then the Parent will, within 30 days 15 Business Days of any Person becoming the date on which the balance sheet for such date is required to be delivered pursuant to Section 7.6(i) or Section 7.6(ii), cause a Material Subsidiary or an Accommodation Subsidiaries to become a Guarantor or Guarantors hereunder so that the portion of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors for such period is equal to or in excess of 70% of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries for such period. To the extent any Subsidiary after becomes a Guarantor as a result of the Effective Daterequirements of this Section 7.24(a), the Borrower Guaranty of such Subsidiary shall deliver to the Administrative Agent each be released upon request of the following items, each in form and substance satisfactory to the Administrative Agent: Borrower if (i) an Accession Agreement executed by on the last day of two successive calendar quarters the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors (other than the Guarantor which the Borrower has requested be released) is greater than 70% of the Adjusted EBITDA for each such Subsidiary period of the Parent and its Non-Real Estate Restricted Subsidiaries and (ii) no Event of Default or Default is continuing. The Administrative Agent is hereby authorized to execute all appropriate documents on behalf of the items with respect Lenders to document the release of such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Sectionits Guaranty. (b) On and at all times after In addition to the Investment Grade Rating Date, requirements of Section 7.24(a) the Borrower shall Parent will cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each hereunder within 15 days of the following itemsdate on which the balance sheet and income statement for any calendar quarter is required to be delivered pursuant to Section 7.6(i), each in form or Section 7.6(ii), if for the four calendar quarters then ending the portion of Adjusted EBITDA for the Parent and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect its Non-Real Estate Restricted Subsidiaries attributable solely to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) for such period is equal to or in excess of 5% of the Adjusted EBITDA for the Parent and 6.1.(f) if its Non-Real Estate Restricted Subsidiaries for such period. To the extent any such Subsidiary had been becomes a Guarantor Guarantor, such Guaranty shall be released upon request of the Borrower if on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness last day of two successive calendar quarters the Parent, the Borrower or any other Subsidiary portion of Adjusted EBITDA of the Parent or the Borrower; or (ii) (A) and its Non-Real Estate Restricted Subsidiaries for such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect period attributable solely to such Subsidiary was less than 5% of the total Adjusted EBITDA of the Parent and its Non-Real Estate Restricted Subsidiaries for such period, provided that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if no Event of Default or Default is continuing. The Administrative Agent is hereby authorized to execute all appropriate documents on behalf of the Banks to document the release of such Subsidiary had been a Guarantor on the Effective DateGuaranty.

Additional Guarantors. (a) Prior to Following the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Completion Date, the Borrower shall deliver Issuer will not permit any of its Restricted Subsidiaries (other than a Guarantor) to the Administrative Agent each Guarantee any Indebtedness of the following items, each in form and substance satisfactory to the Administrative Agent: Issuer or any Guarantor (iother than Indebtedness Incurred under Section 4.04(b)(8)) unless such Restricted Subsidiary (other than an Accession Agreement executed by such Subsidiary and (iiExcluded Subsidiary) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor on the Effective Datedate on which such other Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, promptly (and in this Section 4.21 will not be applicable to any event within 30 days) upon Guarantee of any Excluded Restricted Subsidiary that is existed at the time such Person became a Material Restricted Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Sectionand was not incurred in connection with, or in contemplation of, such Subsidiary shall comply with the provisions of this SectionPerson becoming a Restricted Subsidiary. (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateCompletion Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Completion Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Completion Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Notes Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this clause (g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness existing on the Completion Date of such Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit each of (i) an Accession Agreement executed by such Subsidiary CSC TKR, LLC and its Subsidiaries and (ii) Cablevision Lightpath, Inc. to Incur any Indebtedness not in the items with respect to ordinary course of business or Guarantee any Indebtedness unless such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) Prior to If any Restricted Subsidiary Guarantees any obligations under any debt securities of the Investment Grade Rating Date and Parent Entity or any other Loan Party, such Restricted Subsidiary shall, within 30 days of any Person becoming a Material such Restricted Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall providing such Guarantee in respect of such debt securities (i) execute and deliver to the Administrative Agent each a joinder to the Guaranty in the form specified therein pursuant to which such Restricted Subsidiary will provide a Guarantee of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary Obligations and (ii) deliver to the items with Administrative Agent corporate or other applicable resolutions, organizational documents, certificates and legal opinions in respect of such Restricted Subsidiary reasonably equivalent to such Subsidiary that would have been comparable documents delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Closing Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement . Any Guarantee provided pursuant to this Section, Section 5.09(a) shall be automatically released if the Guarantee by the applicable Restricted Subsidiary of obligations under such Subsidiary debt securities shall comply with the provisions have been released (other than as a result of this Sectiona payment or collection under such Guarantee). (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the The Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower Entity may, at its option, cause any Restricted Subsidiary that is not already a Guarantor to become a Guarantor by delivering causing such Restricted Subsidiary to (i) execute and deliver to the Administrative Agent (i) an Accession Agreement executed by a joinder to the Guaranty in the form specified therein pursuant to which such Restricted Subsidiary will provide a Guarantee of the Obligations and (ii) deliver to the items with Administrative Agent corporate or other applicable resolutions, organizational documents, certificates and legal opinions in respect of such Restricted Subsidiary reasonably equivalent to such Subsidiary that would have been comparable documents delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Closing Date. If any such Restricted Subsidiary is not otherwise required under this Agreement to provide a Guarantee of the Obligations and no Event of Default has occurred and is continuing or would result therefrom, the Parent Entity may, at its option, cause any Guarantee provided pursuant to this Section 5.09(b) to be released pursuant to paragraph (j) of Article VIII, subject to applicable Law.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 days of any Person becoming The Company shall cause each future Domestic Restricted Subsidiary that Guarantees a Material Subsidiary Debt Facility or an Accommodation Subsidiary becomes a borrower under a Debt Facility after the Effective Date, the Borrower shall Issue Date to execute and deliver to the Administrative Agent each Trustee a Guarantee substantially in the form of Exhibit B hereto pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the following itemsprincipal of, each in form premium, if any, and substance satisfactory interest on the Notes and all other obligations under this Indenture on a senior basis. Notwithstanding the foregoing, any Domestic Restricted Subsidiary of the Company that at any time has total assets of less than $1,000,000, as reflected on such Subsidiary’s most recent balance sheet as of the date of determination, or consolidated cash flow for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of determination of less than $500,000, will not be required to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been become a Guarantor on unless it guarantees other Indebtedness of the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Company or a Restricted Subsidiary that is a Material Subsidiary ceasing to be subject to of the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this SectionCompany. (b) On In the event any Guarantor is released and at discharged in full from all times after of its obligations under guarantees of such Debt Facility, then the Investment Grade Rating Date, the Borrower Guarantee of such Guarantor shall cause be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not incurred any Subsidiary that is not already Indebtedness in reliance on its status as a Guarantor under Section 4.07 unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and to which any discharged or are otherwise permitted under one of the following conditions applies exceptions available under the definition of “Permitted Indebtedness” at the time of such release to become a Guarantor by delivering to the Administrative Agent each of the following itemsRestricted Subsidiaries. In addition, each Guarantee shall be released in form and substance satisfactory to accordance with the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness provisions of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessSection 10.02 hereto. (c) The Borrower mayEach Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect as it relates to such Subsidiary that would have been delivered Restricted Subsidiary, voidable under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the Effective Daterights of creditors generally.

Additional Guarantors. (i) Subject to paragraph (b) below, a Subsidiary of UPC Distribution may become an Additional Guarantor by delivering to the Facility Agent a Guarantor Accession Agreement, duly executed by that company. (i) A person which (a) Prior becomes the immediate Holding Company of UPC Distribution or (b) becomes an Additional Obligor under the New Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company or Additional Obligor (as applicable), become an Additional Guarantor by delivering to the Investment Grade Rating Date Facility Agent a Guarantor Accession Agreement, duly executed by that company. (ii) Upon execution and within 30 days delivery of any Person becoming a Material Guarantor Accession Agreement and delivery of the documents specified in sub-paragraph (iv) below, the relevant Subsidiary or person referred to in sub-paragraph (i) or (ii) above will become an Accommodation Subsidiary after Additional Guarantor. (iii) UPC Distribution shall procure that, at the Effective Date, the Borrower shall deliver same time as a Guarantor Accession Agreement is delivered to the Administrative Facility Agent, there is also delivered to the Facility Agent all those documents listed in Part 2 of 0 (Conditions Precedent Documents), in each of the following items, each case in form and substance satisfactory to the Administrative Agent: Facility Agent (acting reasonably). (iv) The Guarantor Accession Agreement referred to in sub-paragraph (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii)above may, 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions prior written approval of this Sectionthe Facility Agent, include a limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (Guarantee) where such limitation is required by any applicable law. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective DateUPC Distribution shall: (i) procure that at all times the value of the aggregate EBITDA, total assets and total revenues of: (A) the Guarantors as of the Effective Date (other than, UPC Distribution, any UPC Distribution Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and (B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such Subsidiary Guarantees, or otherwise becomes obligated financial statements have been provided in respect ofof such Additional Guarantors, any Indebtedness as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of 0 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Obligors) in respect of each Additional Guarantor), is equal to or greater than 95 per cent. of the ParentBorrower Group’s consolidated EBITDA, total assets and total revenues (as calculated by reference to the Borrower relevant financial statements most recently provided under Clause 16.2(a) or any other Subsidiary (b) (Financial information)), if necessary by procuring that additional Subsidiaries of the Parent or the BorrowerUPC Distribution become Additional Guarantors; orand (ii) consult with the Facility Agent prior to any entity becoming an Additional Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of such entity becoming an Additional Guarantor, in the consolidated financial position of the Borrower Group (Ataken as a whole) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, which would or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered be reasonably likely to exist any Indebtednesshave a Material Adverse Effect. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering UPC Distribution represents and warrants to the Administrative Agent Finance Parties that it is in compliance with paragraph (ib) an Accession Agreement executed above as of the Effective Date (all relevant calculations being made by such Subsidiary and reference to the financial statements most recently provided under Clause 16.2(a) or (iib) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv(Financial Information). (d) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on After the Effective Date, UPC Distribution shall be in compliance with its obligations under paragraph (b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the delivery to the Facility Agent of any financial statements delivered under Clause 16.2(a) or (b) (Financial information) which demonstrate that additional Subsidiaries of UPC Distribution are required to be become Additional Guarantors under paragraph (b). (e) The execution of a Guarantor Accession Agreement constitutes confirmation by the relevant Additional Guarantor that the relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the date of the Guarantor Accession Agreement are correct, as if made with reference to the facts and circumstances then existing.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 sixty (60) days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective DateDate (or such longer period as the Administrative Agent may agree in its reasonable discretion, not to exceed ninety (90) days), the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv6.1(a)(iv) through (viii), 6.1.(e6.1(e) and 6.1.(f6.1(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 sixty (60) days (or such longer period as the Administrative Agent may agree in its reasonable discretion, not to exceed ninety (90) days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv6.1(a)(iv) through (viii), 6.1.(e6.1(e) and 6.1.(f6.1(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv6.1(a)(iv) through (viii), 6.1.(e6.1(e) and 6.1.(f6.1(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior to Following the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Completion Date, the Borrower shall deliver Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to the Administrative Agent each Guarantee any Indebtedness of the following items, each in form and substance satisfactory to the Administrative Agent: Issuer or any Guarantor (iother than Indebtedness Incurred under Section 4.04(b)(7) hereof) unless such Restricted Subsidiary (other than an Accession Agreement executed by such Subsidiary and (iiExcluded Subsidiary) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, promptly (and in this covenant will not be applicable to any event within 30 days) upon Guarantee of any Excluded Restricted Subsidiary that is existed at the time such Person became a Material Restricted Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Sectionand was not incurred in connection with, or in contemplation of, such Subsidiary shall comply with the provisions of this SectionPerson becoming a Restricted Subsidiary. (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateCompletion Date pursuant to this covenant shall be released as set forth under Section 10.06, as applicable. In addition, Note Guarantees existing on or granted after the Completion Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Completion Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Notes Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee and the Notes Security Agent (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (ie) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Company shall not be obligated to cause an Accession Agreement executed by Excluded Subsidiary (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (ii1) any violation of applicable law or regulation; (2) any liability for the items officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this paragraph undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary that would have been delivered under Sections 6.1.(a)(ivis not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) through (viii), 6.1.(e) and 6.1.(f) if applies only for so long as such Subsidiary had been a Guarantor on the Effective Dateprepayment premium applies to such Indebtedness.

Additional Guarantors. (a) Prior The Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to the Investment Grade Rating Date and within 30 days of Guarantee any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each Indebtedness of the following items, each in form and substance satisfactory to the Administrative Agent: Issuer or any Guarantor (iother than Indebtedness Incurred under Section 4.04(b)(8) hereof) unless such Restricted Subsidiary (other than an Accession Agreement executed by such Subsidiary and (iiExcluded Subsidiary) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, however, promptly (and in this covenant will not be applicable to any event within 30 days) upon Guarantee of any Excluded Restricted Subsidiary that is existed at the time such Person became a Material Restricted Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Sectionand was not incurred in connection with, or in contemplation of, such Subsidiary shall comply with the provisions of this SectionPerson becoming a Restricted Subsidiary. (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateIssue Date pursuant to this covenant shall be released as set forth under Section 10.06, as applicable. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee and the Notes Security Agent (to the Administrative Agent extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (ie) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Company shall not be obligated to cause an Accession Agreement executed by Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (ii1) any violation of applicable law or regulation; (2) any liability for the items officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, LEGAL_EU # 16733244.6 100 or any measures pursuant to clause (1) of this paragraph undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary that would have been delivered under Sections 6.1.(a)(ivis not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) through (viii), 6.1.(e) and 6.1.(f) if applies only for so long as such Subsidiary had been a Guarantor on the Effective Dateprepayment premium applies to such Indebtedness.

Additional Guarantors. (a) Prior With respect to any Material Air Carrier Subsidiary (whether in existence on the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary date hereof or an Accommodation Subsidiary created or acquired after the Effective Datedate hereof, and other than any Initial Guarantor), the Borrower Parent shall cause such Material Air Carrier Subsidiary to promptly execute and deliver to the Administrative Agent each of Beneficiaries a joinder and guaranty supplement to this Guarantee in the following items, each in form and substance satisfactory to attached hereto as Exhibit A (the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii“Joinder Supplement”), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, thereupon such Subsidiary shall comply with the provisions of this Section. (b) On and at become a “Guarantor” for all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any purposes of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following itemsOperative Agreements. As used herein, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, “Material Air Carrier Subsidiary” means any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent that is a U.S. Air Carrier (as defined in the Indenture) (each, a “Part 135 Subsidiary”) and at the time of determination (i) had assets which, as of the date of the Parent’s most recent quarterly consolidated balance sheet, constituted at least 10% of the Parent’s total assets on a consolidated basis as of such date or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, had revenues for the avoidance 12 month period ending on the date of doubtthe Parent’s most recent quarterly consolidated statement of income which constituted at least 10% of the Parent’s total revenues on a consolidated basis for such period; provided, any Accommodation Subsidiarythat neither (y) the assets of all Part 135 Subsidiaries that are not Material Air Carrier Subsidiaries as of the date of the Parent’s most recent quarterly consolidated balance sheet shall exceed 10% of the Parent’s total assets on a consolidated basis as of such date nor (z) revenues of all the Part 135 Subsidiaries that are not Material Air Carrier Subsidiaries for the 12 month period ending on the date of the Parent’s most recent quarterly consolidated statement of income shall exceed 10% of the Parent’s total revenues on a consolidated basis for such period, in which case of clauses (y) and (B) z), the Parent shall cause one or more such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered Part 135 Subsidiaries to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering promptly execute and deliver to the Administrative Agent Beneficiaries one or more Joinder Supplements such that following such joinders, the conditions in clauses (iy) an Accession Agreement executed by such Subsidiary and (iiz) the items no longer apply with respect to such Subsidiary all other Part 135 Subsidiaries that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Dateare not then Guarantors.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within Within 30 days (or such longer period of any Person becoming a Material Subsidiary or an Accommodation Subsidiary time permitted by the Administrative Agent in its sole discretion) (the “Guarantee Ratio Cure Period”) after the Effective Dateearlier of (x) the deadline for delivering a Compliance Certificate pursuant to Section 6.6(b) with respect to any fiscal quarter that, if such Compliance Certificate is delivered by such deadline, shows or, if not delivered by such deadline for such fiscal quarter, could reasonably be expected to show, non-compliance with the Guarantee Coverage Ratio and (y) the first date in any fiscal quarter when a responsible officer of the Borrower or Holdings has knowledge that the Borrower will not be in compliance with the Guarantee Coverage Ratio for such particular fiscal quarter or any prior fiscal quarter for which the Compliance Certificate has not been delivered, the Borrower shall (A) cause one or more of its Subsidiaries or Local ​ 97 ‌ ​ ​ ​ ​ ‌ ​ ​ Content Entities to execute and deliver to the Administrative Agent each of a Guaranty Supplement together with the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items other New Guarantor Documentation with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(ivor Subsidiaries or Local Content Entity(ies) through (viii)entering into the Subsidiary Guaranty Agreement, 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; providedas applicable, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply become compliant with the provisions of this Section. Guarantee Coverage Ratio and deliver an updated Compliance Certificate reflecting such additional Guarantors, (bB) On and at all times after permanently reduce Commitments in order to become compliant with the Investment Grade Rating DateGuarantee Coverage Ratio, the Borrower shall cause any Subsidiary that is not already (C) perform a Guarantor and to which any combination of the following conditions applies to become a Guarantor by delivering to actions set forth in the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) immediately preceding clauses (A) and (B), and/or (D) take such Subsidiary owns an Unencumbered Property other action (including, for without limitation, the reactivation of any cold stacked Rig directly wholly owned by a Loan Party) (and shall deliver an updated Compliance Certificate reflecting such action) as shall be sufficient to cause the Borrower to be in compliance with the Guarantee Coverage Ratio as of the end of the Guarantee Ratio Cure Period. For the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering notwithstanding anything to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) contrary contained herein, failure to comply with the items with respect Guarantee Coverage Ratio at the end of any fiscal quarter shall not constitute a Default or Event of Default so long as the Borrower shall have taken the actions specified in the preceding sentence prior to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Dateexpiration of the Collateral Coverage Ratio Cure Period.

Additional Guarantors. If on the last day of the calendar quarter ended September 30, 2013 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (a15) Prior Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause an additional Subsidiary or additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the Investment Grade Rating Date total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and within 30 days of its Subsidiaries. Upon any Person such Subsidiary becoming a Material Subsidiary or an Accommodation Subsidiary after Guarantor hereunder the Effective Date, the Borrower Parent shall deliver provide to the Administrative Agent each an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the following items12-month period then ended (other than as a result of a one time, each in form and substance satisfactory non-recurring or extraordinary event reasonably acceptable to the Administrative Agent: ) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) an Accession Agreement executed by such Subsidiary it exceeds either of the thresholds set forth in the second preceding sentence and (ii) at the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any end of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary immediately preceding fiscal quarter of the Parent the Cash Flow Leverage Ratio is 3.00 to 1.00 or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednesshigher. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. If on the last day of the calendar quarter ending September 30, 2010 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (a15) Prior Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause an additional Subsidiary or additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the Investment Grade Rating Date total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and within 30 days of its Subsidiaries. Upon any Person such Subsidiary becoming a Material Subsidiary or an Accommodation Subsidiary after Guarantor hereunder the Effective Date, the Borrower Parent shall deliver provide to the Administrative Agent each an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the following items12-month period then ended (other than as a result of a one time, each in form and substance satisfactory non-recurring or extraordinary event reasonably acceptable to the Administrative Agent: ) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) an Accession Agreement executed by such Subsidiary it exceeds either of the thresholds set forth in the second preceding sentence and (ii) at the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any end of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary immediately preceding fiscal quarter of the Parent the Cash Flow Leverage Ratio is 3.00 to 1.00 or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednesshigher. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date The Borrower shall cause each Restricted Subsidiary that is both a Wholly-Owned Subsidiary and within 30 days of any Person becoming a Material Subsidiary, but is not a Taxable REIT Subsidiary or an Accommodation SPE, and is not already a Guarantor (each, a “Subject Subsidiary”), (i) to become a Guarantor in accordance with the provisions of this Section 7.16 and (ii) to have the parent of such Subject Subsidiary to pledge the equity interests in such Subject Subsidiary to the Administrative Agent for the benefit of the Secured Creditors to secure the Obligations and take all actions required by the Pledge Agreement to perfect such pledge, in each case, no later than the required date of delivery of a Compliance Certificate in accordance with Section 7.1(iv) for the fiscal quarter during which the Relevant Guarantor Date for such Subject Subsidiary occurs, or by such later date as the Administrative Agent may agree in its reasonable discretion. The “Relevant Guarantor Date” for any Subject Subsidiary means the date that is thirty (30) days after the Effective Datelatest of (x) the date it is formed or acquired, (y) the date it becomes a Wholly-Owned Subsidiary and (z) the date it becomes or is designated as a Material Subsidiary. In addition, the Borrower may designate any other Restricted Subsidiary that is not a Guarantor as a Guarantor at any time in the manner provided below. Any such designation of a Restricted Subsidiary of the Borrower as a Guarantor shall be effected by the delivery by the Borrower to the Administrative Agent of (and, in the case of any Restricted Subsidiary required to become a Guarantor, the Borrower shall deliver to the Administrative Agent Agent) each of the following itemsfollowing: (i) Notice by the Borrower identifying such Guarantor, each the state of its organization, and the ownership of the Capital Stock in such Guarantor; (ii) Either a Guaranty Agreement (if a Guaranty Agreement is not already in effect) or a Supplemental Guaranty duly executed and delivered by such Guarantor; (iii) Copies of the articles or certificate of incorporation, partnership agreement or limited liability company operating agreement of such Guarantor, as applicable, together with all amendments, and a certificate of good standing, certified by the appropriate governmental officer in such Guarantor’s jurisdiction of incorporation; (iv) Copies, certified by a Senior Executive of such Guarantor, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any other body authorizing the execution, delivery and performance of the Loan Documents to which such Guarantor is a party; (v) An incumbency certificate, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Guarantor authorized to sign the Loan Documents to which such Guarantor is a party; (vi) Documents with respect to such Guarantor addressing the requirements set forth in clause (xii) of Section 5.1; and (vii) Evidence that the parent of such Subsidiary has pledged the equity interests in such Subsidiary to the Administrative Agent for the benefit of the Secured Creditors to secure the Obligations and has taken all actions required by the Pledge Agreement to perfect such pledge. Upon the Administrative Agent’s receipt of the foregoing, all of which shall be reasonably satisfactory to the Administrative Agent in form and substance, such Subsidiary of the Borrower shall be a Guarantor and a Loan Party hereunder. In addition, to the extent such Subsidiary’s Capital Stock does not secure all of the obligations under all of the Intercompany Notes, the Borrower shall cause the Capital Stock of any Taxable REIT Subsidiary and any other Restricted Subsidiary created or acquired or designated as a Restricted Subsidiary after the Closing Date to be subject to a perfected first priority security interest in favor of the Administrative Agent pursuant to Security Documents or, if applicable, joinders thereto, in form and substance reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior to [Reserved]. (b) Notify the Investment Grade Rating Date and within 30 days of Administrative Agent as promptly after any Person becoming becomes a Material Subsidiary after the date hereof (such notice to specify whether such Subsidiary is a U.S. Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viiiOffshore Subsidiary), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly as soon as practicable thereafter (and in any event within 30 45 days), (i) upon any Excluded Subsidiary that if such Person is a Material U.S. Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, (other than a Dormant Subsidiary or a U.S. Foreign Holdco) cause such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies Person to become a U.S. Guarantor by executing and delivering to the Administrative Agent each a counterpart of the following itemsU.S. Guaranty, each and (ii) if such Person either (i) is an Offshore Subsidiary of a Designated Borrower or (ii) an Offshore Subsidiary or a U.S. Foreign Holdco that, in form either case, directly or indirectly owns capital stock or other equity interests of a Designated Borrower, cause such Person to become an Offshore Guarantor of such Designated Borrower, to the extent permitted by Law, by executing and substance delivering to the Administrative Agent a counterpart of the applicable Offshore Guaranty. (c) Notwithstanding the provisions of this Section 6.12 or any other provision of this Agreement to the contrary, (i) an Offshore Subsidiary shall only be required to guaranty the obligations of the Designated Borrower who owns or is owned by, directly or indirectly, such Offshore Subsidiary or (ii) if (A) the Administrative Agent and DeVry agree in writing that the cost, burden or consequence (including adverse tax consequences) of obtaining an Offshore Guaranty from an Offshore Subsidiary is excessive in relation to the value of such Offshore Guaranty to the Lenders or (B) such Offshore Subsidiary (1) has assets which (together with the assets of its Subsidiaries who are not Offshore Guarantors) do not exceed 10% of the consolidated assets of DeVry and its Subsidiaries at such time, and (2) has EBITDA which (together with EBITDA of its Subsidiaries who are not Offshore Guarantors) does not exceed 10% of the Consolidated EBITDA of DeVry and its Subsidiaries at such time, then such Offshore Subsidiary shall not be required to become an Offshore Guarantor under this Section 6.12, it being understood that that at any time (whether or not a Default then exists), the Required Lenders may request that such Offshore Subsidiary become an Offshore Guarantor of the applicable Designated Borrower, whereupon within 45 days of such request DeVry shall (and hereby agrees that it will) cause the such Offshore Subsidiary to become an Offshore Guarantor by executing and delivery to the Administrative Agent a counterpart of the applicable Offshore Guaranty. Each Guaranty executed pursuant to this Section 6.12 is to be accompanied by such supporting documents of the types referred to in Section 4.1(a)(vi) and (vii) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such Guaranty), all in form, content and scope reasonably satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. If at any time, (a) Prior to any Person becomes directly or indirectly a Subsidiary of one of the Investment Grade Rating Date and within 30 days Guarantors, (b) if the Capital Stock of any Person becoming a Material Guarantor is held by any Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the Company that is not a Guarantor, or (c) any Guarantor transfers or causes to be transferred, in one transaction or a series of related transactions, any assets or property to any Guarantor that, following itemssuch transaction or series of related transactions is a Subsidiary but is not a Guarantor, each in form then the Company and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii)Subsidiary, 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (as soon as reasonably practical and in any event within 30 daysthree Business Days after such event shall: (a) upon any Excluded Subsidiary that is execute a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, supplemental indenture hereto whereby such Subsidiary shall will become a Guarantor hereunder and comply with the other applicable provisions of this SectionIndenture. (b) On execute and at all times after deliver to the Investment Grade Rating Date, Trustee a Guarantee in the Borrower shall cause any Subsidiary that is not already a Guarantor and form of the Guarantee set forth in Exhibit A pursuant to which any such Subsidiary shall unconditionally guarantee on a senior secured basis of all of the following conditions applies to become a Guarantor by delivering to Company’s obligations under the Administrative Agent each of the following items, each in form Notes and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor this Indenture on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated terms set forth in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness.this Indenture; (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by execute and deliver to the appropriate agent any amendments to any then existing intercreditor agreement as necessary in order to make such Subsidiary and a party to the such intercreditor agreement; (ii) execute and deliver to the items Collateral Agent and the Trustee such amendments to the Collateral Documents as the Collateral Agent deems necessary or advisable in order to grant to Collateral Agent, for the benefit of the Holders, a perfected security interest in the Capital Stock of such new Subsidiary and the debt securities of such new Subsidiary subject only to the Permitted Liens, which are owned by the Company or any Subsidiary and required to be pledged pursuant to the Pledge and Security Agreement and (iii) deliver to the Collateral Agent the certificates representing such Capital Stock and debt securities, together with respect (x) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (y) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such Subsidiary, as the case may be; (d) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of itself, the Holders and the Trustee a perfected security interest in the assets of such new Subsidiary, subject only to Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may be reasonably requested by the Collateral Agent; and (e) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing. Thereafter, such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been shall be a Guarantor on the Effective Datefor all purposes of this Indenture.

Additional Guarantors. (a) Prior Within a reasonable period of time (such period not to exceed 45 days) following the Investment Grade Rating Date date that a Subsidiary of the Borrower first becomes the owner of an Eligible Property and within 30 days of any Person becoming if such Subsidiary still owns an Eligible Property on the date the following is required to be satisfied (such Subsidiary, a Material Subsidiary or an Accommodation Subsidiary after the Effective Date“Property Subsidiary”), the Borrower shall deliver to the Administrative Agent each of the following itemsfollowing, each in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary, in each case, if such Subsidiary or Subsidiaries not already party to the Guaranty: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f(xiv) if such Subsidiary or Subsidiaries had been a Guarantor Loan Party on the Effective Agreement Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the The Borrower shall cause any Subsidiary may request in writing that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each release, and upon receipt of the following items, each in form and substance satisfactory to such request the Administrative AgentAgent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) an Accession Agreement executed by such Subsidiary and Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(ivcovenants contained in Section 10.1.; (iii) through (viii), 6.1.(e) the representations and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, warranties made or otherwise becomes obligated in respect of, any Indebtedness of deemed made by the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or any other Subsidiary warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the Parent date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the BorrowerLoan Documents; or (iiiv) if, upon removal of such entity as a Guarantor, any Property would cease to be a Borrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2.; (Av) such Subsidiary owns an Unencumbered Property (includingGuarantor will not have any, for or will be released contemporaneously from all, Guarantee obligations in respect of the avoidance of doubt, any Accommodation Subsidiary) Existing Credit Agreements; and (Bvi) the Administrative Agent shall have received such Subsidiary, written request at least 10 Business Days (or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered shorter period as may be acceptable to exist any Indebtedness. (cthe Administrative Agent) The prior to the requested date of release. Delivery by the Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (iboth as of the date of the giving of such request and as of the date of the effectiveness of such request) an Accession Agreement executed by such Subsidiary are true and (ii) the items correct with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Daterequest.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary If, after the Effective Issue Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (ia) an Accession Agreement executed by such Subsidiary and (ii1) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Restricted Subsidiary that is a Material Domestic Subsidiary ceasing or organized in an Approved Jurisdiction (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Domestic Subsidiary that is a FSHCO or a Subsidiary of a CFC (other than a CFC organized in an Approved Jurisdiction)) that is not then a Guarantor enters into any guarantee of or otherwise Incurs any Indebtedness under the New Credit Agreement or any other Credit Agreement which is entered into or guaranteed by the Issuer or a Guarantor or (2) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor guarantees any Public Indebtedness of the Issuer or any of its Restricted Subsidiaries which is a Guarantor, in each case, with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, (in the case of clause (a) above, within 30 days (or 90 days in the case of a Restricted Subsidiary that is not a Domestic Subsidiary or that is a FSHCO or a Domestic Subsidiary of a CFC) of the date that such Indebtedness has been guaranteed, or otherwise Incurred) to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture governing the Notes providing for a Guarantee by such Restricted Subsidiary that (in the case of clause (a) above) ranks pari passu (on an unsecured basis) with such Indebtedness or such guarantee of such Indebtedness under the New Credit Agreement, such other Credit Agreement or such Certain Capital Markets Debt so Incurred or provided by such Restricted Subsidiary. Notwithstanding the foregoing, (w) no Guarantee by a Receivables Subsidiary shall be required solely as a result of the Incurrence of Indebtedness, Disqualified Stock or Preferred Stock by such Receivables Subsidiary in a Qualified Receivables Financing or a Qualified Receivables Factoring in accordance with Section 3.3(b)(xxii), (x) no Guarantee shall be required as a result of any Indebtedness or guarantee of Indebtedness that existed at the time such Person became a Restricted Subsidiary if the Indebtedness or guarantee was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, and (y) no Restricted Subsidiary shall be required to become a Guarantor if, in the good faith determination of the Issuer (which determination shall be conclusive), the provision by such Restricted Subsidiary of a Guarantee could reasonably be expected to give rise to or result in: (i) any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Issuer (including any reasonably available “whitewash” procedures or similar procedures that would be required in order to enable such Guarantee to be subject to provided in accordance with applicable law); (ii) any liability (criminal, civil, administrative or other) for any of the restriction which prevented it from delivering an Accession Agreement pursuant to this Sectionofficers, directors or shareholders of the Issuer or any Subsidiary thereof (including such Subsidiary shall comply with Guarantor); (iii) any violation of the provisions of this Sectionany joint venture or other material agreement, in each case in effect on the Issue Date and not entered into in contemplation of avoiding a requirement to guarantee the Notes, governing or binding upon the Issuer or any Restricted Subsidiary; (iv) any material risk of any such violation or liability; (v) any cost, expense, liability or obligation (except, in each case, with respect to taxes) other than routine and immaterial out-of-pocket expenses incurred in connection with (x) any governmental or regulatory filings required as a result of such Guarantee or (y) any “whitewash” procedures (or similar procedures that would be required in order to enable such Guarantee to be provided in accordance with applicable law) undertaken in connection with such Guarantee; or (vi) any material adverse tax consequence, including an obligation to pay additional amounts in respect thereof, other than a material adverse tax consequence under Section 956 of the Code attributable to the provision of a Guarantee by a Person organized in an Approved Jurisdiction. (b) On Each Guarantee by a Restricted Subsidiary will be limited to an amount in U.S. dollars or to the equivalent in local currency, if mandatory under the applicable law, not to exceed the maximum amount that can be guaranteed by such Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Notwithstanding any other provisions of this Indenture, each Note Guarantee of a Subsidiary Guarantor organized in a jurisdiction outside the United States shall be in such form and at all times after substance, and subject to such terms, conditions, limitations, qualifications and restrictions as may be necessary or appropriate (in the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any good faith determination of the following conditions applies Issuer, which determination shall be conclusive) by reason of or to become a Guarantor by delivering to the Administrative Agent each of the following itemscomply with any applicable law, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, rule or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednessregulation. (c) The Borrower may, at its option, cause any Each Guarantee by a Subsidiary that is not already a Guarantor to become a Guarantor by delivering to shall be released upon the Administrative Agent (i) an Accession Agreement executed by such Subsidiary terms and (ii) in accordance with the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.provisions of Article X.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary If, after the Effective Issue Date, the Borrower shall deliver to the Administrative Agent each of the following items(x) (1) any Restricted Subsidiary (including any newly formed, each in form and substance satisfactory to the Administrative Agent: (inewly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is not then a Guarantor on enters in to any guarantee of or otherwise Incurs any Indebtedness under the Effective Date; provided, however, promptly Existing Credit Agreement or (and in 2) any event within 30 days) upon any Excluded Restricted Subsidiary that is a Material Domestic Subsidiary ceasing (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor enters into any guarantee of or otherwise Incurs any Indebtedness under any other Senior Credit Agreement or guarantees any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries, in each case, with an aggregate principal amount in excess of $150.0 million (“Certain Capital Markets Debt”) or (y) the Issuer otherwise elects to be subject have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, (in the case of clause (x)) within 25 Business Days of the date that such Indebtedness has been guaranteed, to execute and deliver to the restriction which prevented it from delivering an Accession Agreement Trustee a supplemental indenture pursuant to this Section, which such Restricted Subsidiary shall comply become a Guarantor under this Indenture governing the Notes providing for a Guarantee by such Restricted Subsidiary that (in the case of clause (x)) ranks pari passu (on an unsecured basis) with such Indebtedness or such guarantee of such Indebtedness under the provisions Senior Credit Agreement or such Certain Capital Markets Debt so Incurred or provided by such Restricted Subsidiary. A form of this Sectionsupplemental indenture for such purpose is attached as Exhibit D hereto. (b) On and at all times after Each Guarantee will be limited to an amount not to exceed the Investment Grade Rating Datemaximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect as it relates to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or any other Subsidiary that directly fraudulent transfer or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednesssimilar laws affecting the rights of creditors generally. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to Each Guarantee shall be released upon the Administrative Agent (i) an Accession Agreement executed by such Subsidiary terms and (ii) in accordance with the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.provisions of Article X.

Additional Guarantors. (a) Prior to The Borrowers and each Guarantor must ensure that at all times (1) the Investment Grade Rating Date Guarantors comprise members of the Consolidated Group which, at all times, together with the Borrowers, own at least 95% of total gross assets of the Consolidated Group and within 30 days earn at least 95% of any Person becoming a EBITDA of the Consolidated Group; and (2) each Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to Guarantor, (the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this SectionGuarantee Criteria). (b) On The Guarantee Criteria will be tested within 30 days of each Calculation Date and at all times after shall be based on the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any latest Financial Reports of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered Consolidated Group provided under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednessclause 11.1. (c) The If at any time the Guarantee Criteria are not met, the Borrower may, at its option, cause any must ensure that sufficient Subsidiaries of the Borrowers and Consolidated Group Members become Guarantors for the purposes of this agreement and comply with this clause 14.18 so as to ensure compliance with the Guarantee Criteria within 10 Business Days (or 25 Business Days if it is necessary for the relevant Subsidiary that to comply with the procedure set out in section 260B of the Corporations Act). (d) An Entity which is not already a Guarantor required to become a Guarantor by delivering must, within the time frames contemplated in clause 14.18(c): (1) execute and deliver to the Administrative Senior Agent an officer’s certificate in the relevant form of schedule 4 in respect of that Guarantor and, if it is organized under the laws of any jurisdiction within the United States of America, a solvency certificate; (i2) execute and deliver to the Security Trustee an “Accession Agreement executed by such Subsidiary Deed (Security Provider)” under and as defined in the Security Trust Deed; (ii3) execute and deliver to the items with respect Senior Agent a certificate from two directors of the Guarantor confirming that guaranteeing the Secured Moneys would not cause any borrowing, guaranteeing or similar limit binding on it to such Subsidiary that would have be exceeded and unless it is organized under the laws of any jurisdiction within the United States of America (in relation to whom a solvency certificate has been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.provided under

Additional Guarantors. (a) Prior [Intentionally omitted]. (b) With respect to the Investment Grade Rating Date and within 30 days of any Person becoming that becomes a Material Restricted Subsidiary or an Accommodation a Specified Aleris Subsidiary after the Effective DateDate (other than (w) Aleris Belgium, the Borrower shall deliver to the Administrative Agent each of the following itemsextent that Aleris Belgium is not a Specified Aleris Subsidiary, each in form and substance satisfactory to the Administrative Agent: (ix) Aleris Italy, (y) an Accession Agreement executed by such Excluded Guarantor Subsidiary and (iiz) the items with respect to such a Securitization Entity) or any Restricted Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viiiwas an Excluded Guarantor Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be 1066931.03C-CHISR01A - MSW an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d), 6.1.(e) and 6.1.(f) if such the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary had been a Guarantor on the Effective Date; provided, howeverTransfer, promptly (and in any event within 30 days(x) thirty (30) days after the end of the fiscal quarter in which such Person becomes a Restricted Subsidiary or ceases to be an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d); provided that the Administrative Agent may agree to an extension of such time period or (y) immediately upon such Person becoming a Specified Aleris Subsidiary or in connection with the applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer) cause any Excluded such Restricted Subsidiary (other than a Specified Aleris Subsidiary) that is a Material Wholly Owned Subsidiary ceasing or that is a German Borrower Holding Company or an Aleris German Non-Wholly Owned Subsidiary (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to be subject a U.S. Hold Separate Agreement), including any Requirement of Law relating to financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the restriction which prevented it from delivering an Accession Agreement benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion) and any such Specified Aleris Subsidiary, in each case to the extent not prohibited by applicable Requirements of Law (except as otherwise agreed by any Governmental Authority pursuant to this Sectiona U.S. Hold Separate Agreement), to execute a Joinder Agreement or such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies comparable documentation to become a Guarantor Subsidiary Guarantor, including in the case of a Foreign Subsidiary, if requested by delivering to the Administrative Agent each Agent, a guarantee (or joinder thereto) governed by the laws of the following items, each such Foreign Subsidiary’s jurisdiction of organization (in such form and substance as may be reasonably satisfactory to the Administrative Agent: ). Notwithstanding the foregoing, this clause (ib) an Accession Agreement executed shall not apply to any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law (except as otherwise agreed by such Subsidiary and (iiany Governmental Authority pursuant to a U.S. Hold Separate Agreement) prohibits it from becoming a Loan Party. Notwithstanding anything to the items contrary in this Section 5.11(b), with respect to such each Foreign Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been becomes a Guarantor on party to this Agreement after the Effective Date: (i) , the obligations of such Foreign Subsidiary Guarantees, or otherwise becomes obligated in respect ofunder this Agreement, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubtGuarantee, any Accommodation Subsidiary) and (B) such SubsidiaryForeign Guarantee, any Joinder Agreement, or any other Subsidiary Loan Document, may be limited (and such agreements may be amended, restated, supplemented or otherwise modified to give effect to such limitations without the consent of any Person other than the Administrative Agent and such Foreign Subsidiary) in accordance with the Agreed Guarantee Principles on terms reasonably satisfactory to the Administrative Agent and the Borrower. As of the Effective Date, each Lender party hereto and each Lender that directly or indirectly owns any Equity Interests in such Subsidiarybecomes a party to this Agreement after the Effective Date, has incurredexpressly consents to the terms set forth in, acquired or suffered and the rights of the Administrative Agent to exist any Indebtednessconsent to the terms of the amendments, restatements, supplements and modifications described in, the immediately preceding sentence. (c) The Borrower may[Intentionally omitted]. 1066931.03C-CHISR01A - MSW (d) If, at any time and from time to time after the Effective Date, Restricted Subsidiaries that are not Loan Parties because they are Excluded Guarantor Subsidiaries comprise in the aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its optionSubsidiaries as of the end of the most recently ended fiscal quarter or more than 7.5% of Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (or immediately in connection with the applicable step(s) of the Permitted Reorganization, any Permitted Reorganization Action, or any Permitted Aleris Foreign Subsidiary Transfer), cause any Subsidiary that is not already a Guarantor one or more of such Restricted Subsidiaries to become Loan Parties (notwithstanding that such Restricted Subsidiaries are, individually, Excluded Guarantor Subsidiaries) such that the foregoing condition ceases to be true. The Designated Company may designate a Subsidiary Guarantor by delivering to that was not a Restricted Subsidiary of the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor Designated Company on the Effective DateDate as an Excluded Guarantor Subsidiary subject to the terms of the definition thereof, in which event the Guarantee by such Restricted Subsidiary shall be released in accordance with Section 7.09.

Additional Guarantors. (a) Prior Within 10 Business Days following the date on which either of the following conditions first applies to the Investment Grade Rating Date and within 30 days of any Person becoming Subsidiary (other than an Excluded Subsidiary) that is not already a Material Subsidiary or an Accommodation Subsidiary after the Effective DateGuarantor, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary (or if the Guaranty is not then in effect, the Guaranty) and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f(xiv) if such Subsidiary had been a Guarantor Loan Party on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (iA) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the BorrowerSubsidiary; or (iiB) (Ax) such Subsidiary owns an Unencumbered Property (includingEligible Property, for the avoidance of doubt, any Accommodation Subsidiary) and (By) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, either has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness or whose equity interests are owned directly or indirectly by another Subsidiary of the Parent (other than the Borrower) which has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness; provided that one or more direct or indirect Subsidiaries of the Parent that has or Guarantees (or has an equity interest holder that has or Guarantees) Indebtedness described above in clause (A) or (B) shall not be required to provide an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) so long as the aggregate amount of all such Indebtedness of, and guarantees by, all such Subsidiaries described above in clause (A) or (B) does not exceed $25,000,000. (cb) The Borrower maymay request in writing that the Administrative Agent release, at its optionand upon receipt of such request the Administrative Agent shall release, cause any Subsidiary that a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not already required to be a Guarantor party to become the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a Guarantor result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by delivering the Parent, the Borrower and each other Loan Party in the Loan Documents to which any of them is a party, shall be true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) [reserved], and (v) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any such request shall constitute a representation by the Borrower that the matters set forth in the preceding sentence (iboth as of the date of the giving of such request and as of the date of the effectiveness of such request) an Accession Agreement executed by such Subsidiary are true and (ii) the items correct with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Daterequest.

Additional Guarantors. (a) Prior to In the Investment Grade Rating Date and within 30 days event of any Person becoming a Material Subsidiary or incurrence (including the assumption of existing Indebtedness via an Accommodation Subsidiary acquisition of Equity Interests) of Senior Financing Obligations occurring after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed Closing Date by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent (other than the Borrower or the Borrower; or (ii) (Aan existing Guarantor) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower mayshall, at its optionthe cost of the Loan Parties, cause any Subsidiary that is not already a Guarantor to become a Subsidiary Guarantor hereunder within 30 days after such incurrence of Senior Financing Obligations by executing and delivering to the Administrative Agent (ix) an Accession Agreement prior to the date that the Subsidiary Guaranty has been executed by and delivered, the Subsidiary Guaranty, and (y) thereafter, a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose. Each such Subsidiary Guarantor shall, within such 30 day period, deliver to the Administrative Agent (A) all of the documents set forth in Sections 5.01(a)(iv), (v) and (iiix) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(ivGuarantor, (B) through (viii), 6.1.(e) and 6.1.(f) if all of the “know your client” information relating to such Subsidiary had been Guarantor that is reasonably requested by the Administrative Agent or any Lender Party and (C) a corporate formalities legal opinion relating to such Subsidiary Guarantor on from counsel reasonably acceptable to the Effective DateAdministrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Subsidiary Guarantor is no longer a guarantor or credit support provider with respect to any Senior Financing Obligations, then the Administrative Agent shall, upon the request of the Borrower, promptly release such Subsidiary Guarantor from the Subsidiary Guaranty by executing and delivering a guarantor release substantially in the form attached to Exhibit H hereto, provided that no Event of Default shall have occurred and be continuing.

Additional Guarantors. If any Person becomes a Material Domestic Subsidiary (other than an Excluded Subsidiary) after the Closing Date, cause such Person to (a) Prior become a Guarantor by executing and delivering to the Investment Grade Rating Date Administrative Agent a Joinder Agreement and within 30 days (b) upon the request of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective DateAdministrative Agent in its sole discretion, the Borrower shall deliver to the Administrative Agent each such Organization Documents, resolutions and favorable opinions of the following itemscounsel, each all in form form, content and substance scope reasonably satisfactory to the Administrative Agent: , in each case (ix) in the case of an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary Acquisition of a Person that would have been a Material Domestic Subsidiary as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered under Sections 6.1.(a)(ivfinancial statements pursuant to Section 6.01(a) through or (viii)b) after giving effect to such Acquisition on a Pro Forma Basis, 6.1.(ewithin thirty (30) days after such Acquisition (or such longer period as the Administrative Agent may agree in its sole discretion) and 6.1.(f(y) if in all other cases, concurrent with the delivery of the Compliance Certificate for the first fiscal quarter end in which such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that Person is a Material Domestic Subsidiary ceasing to be subject to (or such longer period as the restriction Administrative Agent may agree in its sole discretion); provided that if at any time all of the Domestic Subsidiaries that are Immaterial Subsidiaries and that are not Guarantors either contributed in the aggregate more than $2,500,000 of Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which prevented it from delivering an Accession Agreement the Borrower has delivered financial statements pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. Section 6.01(a) or (b) On and at all times after or had in the Investment Grade Rating Date, aggregate more than $2,500,000 in assets as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) then the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any one or more of the following conditions applies such Immaterial Subsidiaries to become a Guarantor Guarantors pursuant to, and by delivering to the Administrative Agent each of date required by, this Section 6.13 such that after giving effect thereto the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for foregoing thresholds are not exceeded. For the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, no Excluded Subsidiary or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary Joint Venture that is not already a Guarantor Subsidiary shall be required to become a Guarantor by delivering pursuant to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered this Section 6.13 or pledge assets under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective DateSection 6.14 or otherwise.

Additional Guarantors. (a) Prior [Intentionally omitted.] (b) With respect to the Investment Grade Rating Date and within 30 days of any Person becoming organized in either (i) the United States, any state thereof or the District of Columbia or (ii) Canada, or any state, province or other political subdivision thereof that becomes a Material Restricted Subsidiary or an Accommodation Subsidiary of the Borrower after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: Date (iother than (x) an Accession Agreement executed by such Excluded Guarantor Subsidiary and (iiy) a Securitization Entity) or any Restricted Subsidiary of the items with respect Borrower that was an Excluded Guarantor Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Guarantor Subsidiary (and, for the avoidance of doubt, such Person that ceased to be an Excluded Guarantor Subsidiary that would have been delivered under Sections 6.1.(a)(ivis organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof) through (viiior is required to become a Loan Party by operation of the provisions of Section 5.11(d), 6.1.(e) and 6.1.(f) if such the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary had been a Guarantor on the Effective Date; provided, howeverTransfer, promptly (and in any event (x) within 30 daysthirty (30) upon days after the end of the fiscal quarter in which such Person becomes a Restricted Subsidiary of the Borrower or ceases to be an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d); provided that the Administrative Agent may agree to an extension of such time period or (y) immediately in connection with the applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer), cause any Excluded such Restricted Subsidiary of the Borrower that is a Material Wholly Owned Subsidiary ceasing (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law, including any Requirement of Law relating to be subject financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the restriction which prevented it from delivering an Accession benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion), in each case to the extent not prohibited by applicable Requirements of Law, to execute a Joinder Agreement pursuant to this Section, or such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies comparable documentation to become a Subsidiary Guarantor by delivering (but, in the case of a Foreign Subsidiary, only to the Administrative Agent each extent possible under and compatible with the laws of the following itemssuch Foreign Subsidiary’s jurisdiction), each in form and substance reasonably satisfactory to the Administrative Agent: . Notwithstanding the foregoing, this paragraph (ib) an Accession shall not apply to any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law prohibits it from becoming a Loan Party. Notwithstanding anything in this Section 5.11 to the contrary, each Person (other than AV Metals or Holdings) organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof, that is a borrower or a guarantor under the Revolving Credit Loan Documents or the Secured Term Loan Documents shall be a Loan Party under this Agreement executed by such Subsidiary and the other Loan Documents. (iic) the items with respect [Intentionally omitted]. (d) If, at any time and from time to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on time after the Effective Date: , Restricted Subsidiaries of the Borrower that are not Loan Parties because they are Excluded Guarantor Subsidiaries comprise, together with all “Excluded Guarantor Subsidiaries” under and as defined 1104695.02A-CHISR01A - MSW in the Secured Term Loan Credit Agreement, in the aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its Subsidiaries as of the end of the most recently ended fiscal quarter or more than 7.5% of Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (ior immediately in connection with the applicable step(s) such Subsidiary Guaranteesof the Permitted Reorganization, any Permitted Reorganization Action, or otherwise becomes obligated in respect ofany Permitted Aleris Foreign Subsidiary Transfer), any Indebtedness cause one or more of such Restricted Subsidiaries of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, solely to the extent such Excluded Guarantor Subsidiary is organized in the United States, any Accommodation Subsidiarystate thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof) and to become Loan Parties (Bnotwithstanding that such Restricted Subsidiaries are, individually, Excluded Guarantor Subsidiaries (as defined herein)) such Subsidiarythat the foregoing condition ceases to be true; provided, or any other that if the requirements of Section 5.11 of the Secured Term Loan Credit Agreement are satisfied by the joinder to such facility of a Restricted Subsidiary of the Designated Company that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered would not be required to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be joined as a Guarantor to become a Guarantor by delivering this Agreement pursuant to Section 5.11(b) (due to such Restricted Subsidiary being organized outside of the United States and Canada), the foregoing condition contained in this Section 5.11(d) shall be deemed satisfied; provided, further, that for the avoidance of doubt, and subject to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) immediately preceding proviso, the items with respect to such Subsidiary only Restricted Subsidiaries that would have been delivered under Sections 6.1.(a)(ivbe required to join this Agreement pursuant to this Section 5.11(d) through (viii)shall be such Subsidiaries as are organized in the United States, 6.1.(e) and 6.1.(f) if such any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof. The Designated Company may designate a Subsidiary had been Guarantor that was not a Guarantor Restricted Subsidiary of the Designated Company on the Effective DateDate as an Excluded Guarantor Subsidiary subject to the terms of the definition thereof, in which event the Guarantee by such Restricted Subsidiary shall be released in accordance with Section 7.09.

Additional Guarantors. (a) Prior Cause each Subsidiary that is not already a Guarantor and that owns any Real Property which the Loan Parties wish to the Investment Grade Rating Date and within 30 days of any Person becoming treat as a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall Borrowing Base Asset to deliver to the Administrative Agent each prior to such Real Property being included in the calculation of the following itemsBorrowing Base and treated as a Borrowing Base Asset, each in form and substance satisfactory to the Administrative Agent: (i) an Accession a Joinder Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv5.01(a)(iii) through (viiiv) and Sections 5.01(b), 6.1.(e(c), (d) and 6.1.(f(h) if such Subsidiary had been a Guarantor Loan Party on the Effective Date; provided, however, promptly Closing Date and the applicable Real Property were a Borrowing Base Asset as of such date; (b) as soon as practicable and in any event within 30 daysthirty (30) upon days after any Person (other than an Excluded Entity or a Person holding assets with a fair market value of less than $100,000) becomes a direct or indirect Subsidiary that is a Material Subsidiary ceasing to be subject to of the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating DateBorrower or any Consolidated Party, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the following conditions applies assets of such Person and shall cause such Person to become a Guarantor by delivering deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession a Joinder Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv5.01(a)(iii) through (viiiv) and Sections 5.01(b), 6.1.(e(c), (d) and 6.1.(f(h) if such Subsidiary had been a Guarantor Loan Party on the Effective Closing Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness.and (c) The Borrower maycause each Borrowing Base Entity and each Person owning any Real Property which the Loan Parties wish to treat as a Borrowing Base Asset to, at its optionall times, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent be (i) an Accession Agreement executed by such a Subsidiary (whether direct or indirect) of the Borrower and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on hereunder; provided, upon the Effective Dateaddition of any Guarantor pursuant to the terms and conditions set forth above, Schedule 1.01(a) attached hereto shall be deemed amended to reflect the addition of such Guarantor(s).

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent The Credit Parties will cause each of the following items, each in form and substance satisfactory to the Administrative Agent: their Domestic Subsidiaries (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viiiother than Inactive Subsidiaries), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; providedwhether newly formed, howeverafter acquired or otherwise existing, to promptly (and in any event within 30 daysthirty days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) upon any Excluded Subsidiary that is become a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions Guarantor hereunder by way of this Sectionexecution of a Joinder Agreement. (b) On If (i) the portion of Consolidated Tangible Assets attributable to Domestic Subsidiaries of the Parent that are not Credit Parties hereunder shall at any time exceed five percent (5%) of Consolidated Tangible Assets, or (ii) the portion of Consolidated EBITDAR attributable to Domestic Subsidiaries of the Company that are not Credit Parties hereunder shall at any time exceed five percent (5%) of Consolidated EBITDAR (to be calculated as agreed to by the Borrower and at all times after the Investment Grade Rating DateAdministrative Agent) ((i) and (ii) collectively, the “Threshold Requirement”), then the Borrower shall so notify the Administrative Agent and shall promptly cause any Subsidiary that one or more Domestic Subsidiaries of the Parent to become Guarantors hereunder by way of execution of Joinder Agreements so that, after giving effect thereto, the Threshold Requirement is not already a Guarantor exceeded. In connection with paragraphs (a) and to which any of (b) above, the following conditions applies to become a Guarantor by delivering Credit Parties shall give notice to the Administrative Agent each not less than ten days prior to creating a Domestic Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Capital Stock of any other Person. The Credit Party Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of any such new Guarantor and a pledge of 100% of the following itemsCapital Stock of such new Guarantor and its Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the foregoing, each in form and substance satisfactory the Credit Parties shall deliver to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items , with respect to such Subsidiary that would have been delivered under each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 6.1.(a)(iv) through (viii), 6.1.(e4.1(b)-(e) and 6.1.(f) if 5.12 and such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, other documents or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to agreements as the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Datemay reasonably request.

Additional Guarantors. (a) Prior to The Company shall cause each future Domestic Restricted Subsidiary that Guarantees the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary Credit Facility after the Effective Date, the Borrower shall Issue Date to execute and deliver to the Administrative Agent each Trustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the following itemsprincipal of, each in form premium, if any and substance satisfactory interest on the Notes and all other obligations under this Indenture on a senior subordinated basis. Notwithstanding the foregoing, any domestic Subsidiary of the Company that at any time has total assets of less than $1,000,000, as reflected on such Subsidiary’s most recent balance sheet as of the date of determination, or consolidated cash flow for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of determination of less than $500,000, will not be required to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been become a Guarantor on or to execute a Subsidiary Guarantee unless it guarantees other Indebtedness of the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Company or a Restricted Subsidiary that is a Material Subsidiary ceasing to be subject to of the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this SectionCompany. (b) On In the event any Guarantor is released and at discharged in full from all times after of its obligations under guarantees of the Investment Grade Rating DateCredit Facility, then the Borrower Guarantee of such Guarantor shall cause be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not incurred any Subsidiary that is not already Indebtedness in reliance on its status as a Guarantor under Section 4.07 unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and to which any discharged or are otherwise permitted under one of the following conditions applies exceptions available under the definition of “Permitted Indebtedness” at the time of such release to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessRestricted Subsidiaries. (c) The Borrower mayEach Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect as it relates to such Subsidiary that would have been delivered Restricted Subsidiary, voidable under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the Effective Daterights of creditors generally.

Additional Guarantors. (a) Prior to Except as provided in clauses (j) or (k) of the Investment Grade Rating Date definition of “Permitted Debt”, each of Holdings and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: will cause (i) an Accession Agreement executed by such any direct or indirect Domestic Subsidiary and (other than any Unrestricted Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition), (ii) any Subsidiary (other than any Unrestricted Subsidiary) that is not a Domestic Subsidiary on the items with respect to date hereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary that would have been delivered under Sections 6.1.(a)(ivis designated an Unrestricted Subsidiary in accordance with terms of this Agreement) through (viii)which acquires any material assets or is otherwise no longer deemed inactive, 6.1.(e) and 6.1.(f) if such Subsidiary had been in each case to execute a supplement to the Guarantee, substantially in the form of Annex B to the agreement in order to become a Guarantor on under the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this SectionGuarantee. (b) On Except as provided in clauses (j) or (k) of the definition of “Permitted Debt”, each of Holdings and at all times after the Investment Grade Rating Date, the Borrower shall will cause any each Foreign Subsidiary that is not already a Guarantor and to which any of the following conditions applies Restricted Foreign Subsidiary, or that is required to become a Guarantor by delivering Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition permitted under the terms of this Agreement to enter into guarantee arrangements in relation to the Administrative Agent each Obligations of the following itemsBorrower, each in a form and substance satisfactory to an extent agreed between the Borrower and the Administrative Agent: , but to be substantially consistent with the scope of the guarantee arrangements entered into pursuant to the Guarantees, provided that no such Restricted Foreign Subsidiary shall be required to enter into such arrangements to the extent that such arrangements would (i) an Accession Agreement executed be prohibited by the law of the jurisdiction of incorporation or formation of such Restricted Subsidiary and or of the entity whose capital stock is acquired or (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, material adverse tax consequences for any Indebtedness of the ParentHoldings, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessRestricted Subsidiaries. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. The Issuer and each Guarantor shall ensure that on the Issue Date and as at the end of each of KTZ's fiscal years beginning with the fiscal year ending December 31, 2010 (aeach, a “Fiscal Year”), the aggregate combined total assets and total revenue of the Issuer and the Guarantors (determined separately and calculated on a stand-alone non-consolidated basis for each entity and without double counting (for the avoidance of doubt, all intra-group items and investments in Subsidiaries by the Issuer or a Guarantor, as the case may be, or any of their Subsidiaries shall be excluded) Prior (such calculation, a “Combined Unconsolidated Basis”)) for the most recently ended Fiscal Year shall equal or exceed (the “Guarantor Threshold Test”) 85.0% of the aggregate combined total assets and total revenue respectively, of KTZ and its Subsidiaries (determined on a consolidated basis), by causing one or more of its Subsidiaries that are not Guarantors to become Guarantors in accordance with the terms of these Conditions to the Investment Grade Rating Date extent necessary to ensure the foregoing thresholds are met. Such Guarantor Threshold Test shall be tested following each annual audit of KTZ in accordance with IFRS. The Issuer and within 30 days of each Guarantor shall procure that any Person becoming a Material Subsidiary, Transferee Subsidiary or Eligible Transferee that needs to become an Accommodation Subsidiary after Additional Guarantor pursuant to these Conditions shall execute a supplemental trust deed and a supplemental paying agency agreement in a form specified by the Effective DateTrustee, the Borrower shall deliver subject to the Administrative Agent Trustee having been provided with such information as it may require in relation to any proposed Additional Guarantor prior to any supplemental trust deed or supplemental paying agency agreement being executed (the “Additional Guarantee Agreements”). The Issuer and each Guarantor shall give not less than 30 days' notice to the Trustee and the Noteholders in accordance with Condition 17 (Notices) of the following itemsaddition of each Additional Guarantor and, each so long as the Notes are listed on the London Stock Exchange and/or any other stock exchange on which the Notes may be listed or quoted from time to time, shall comply with applicable rules of the London Stock Exchange and/or such other exchange (including preparation of a supplemental prospectus). The accession of the Additional Guarantors pursuant to this Condition 7 shall be conditional upon receipt by the Trustee of a legal opinion, in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by Trustee, of independent legal counsel of recognised standing as to the enforceability of the guarantee under the Additional Guarantee Agreements from such Subsidiary and (ii) Additional Guarantor. The Trustee shall be entitled to accept the items with respect legal opinion referred to above without further enquiry or liability to any Person as sufficient evidence of the matters contained therein. The obligations of each Additional Guarantor will be limited under relevant laws applicable to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Additional Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with extent that the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any granting of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Daterelevant guarantee would: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. 1104695.02A-CHISR01A - MSW (a) Prior [Intentionally omitted.] (b) With respect to the Investment Grade Rating Date and within 30 days of any Person becoming organized in either (i) the United States, any state thereof or the District of Columbia or (ii) Canada, or any state, province or other political subdivision thereof that becomes a Material Restricted Subsidiary or an Accommodation Subsidiary of the Borrower after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: Date (iother than (x) an Accession Agreement executed by such Excluded Guarantor Subsidiary and (iiy) a Securitization Entity) or any Restricted Subsidiary of the items with respect Borrower that was an Excluded Guarantor Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Guarantor Subsidiary (and, for the avoidance of doubt, such Person that ceased to be an Excluded Guarantor Subsidiary that would have been delivered under Sections 6.1.(a)(ivis organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof) through (viiior is required to become a Loan Party by operation of the provisions of Section 5.11(d), 6.1.(e) and 6.1.(f) if such the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary had been a Guarantor on the Effective Date; provided, howeverTransfer, promptly (and in any event (x) within 30 daysthirty (30) upon days after the end of the fiscal quarter in which such Person becomes a Restricted Subsidiary of the Borrower or ceases to be an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d); provided that the Administrative Agent may agree to an extension of such time period or (y) immediately in connection with the applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer), cause any Excluded such Restricted Subsidiary of the Borrower that is a Material Wholly Owned Subsidiary ceasing (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law, including any Requirement of Law relating to be subject financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the restriction which prevented it from delivering an Accession benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion), in each case to the extent not prohibited by applicable Requirements of Law, (A) to execute a Joinder Agreement pursuant to this Section, or such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies comparable documentation to become a Subsidiary Guarantor by delivering (but, in the case of a Foreign Subsidiary, only to the Administrative Agent each extent possible under and compatible with the laws of the following itemssuch Foreign Subsidiary’s jurisdiction), each in form and substance reasonably satisfactory to the Administrative Agent: , and (iB) in the case of a Subsidiary that ceases to be an Accession Agreement executed by Excluded Collateral Subsidiary, to deliver to the Administrative Agent a supplement to Schedule 1.01(c) removing such Subsidiary from such Schedule. Notwithstanding the foregoing, this paragraph (b) shall not apply to any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law prohibits it from becoming a Loan Party. Notwithstanding anything in this Section 5.11 to the contrary, each Person (other than AV Metals or Holdings) organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof, that is a borrower or a guarantor under the Revolving Credit Loan Documents or the Secured Term Loan Documents shall be a Loan Party under this Agreement and the other Loan Documents. (iic) the items with respect [Intentionally omitted]. (d) If, at any time and from time to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on time after the Effective Date: , Restricted Subsidiaries of the Borrower that are not Loan Parties because they are Excluded Guarantor Subsidiaries comprise, together with all “Excluded Guarantor Subsidiaries” under and as defined in the Secured Term Loan Credit Agreement, in the aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its Subsidiaries as of the end of the 1104695.02A-CHISR01A - MSW most recently ended fiscal quarter or more than 7.5% of Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (ior immediately in connection with the applicable step(s) such Subsidiary Guaranteesof the Permitted Reorganization, any Permitted Reorganization Action, or otherwise becomes obligated in respect ofany Permitted Aleris Foreign Subsidiary Transfer), any Indebtedness cause one or more of such Restricted Subsidiaries of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, solely to the extent such Excluded Guarantor Subsidiary is organized in the United States, any Accommodation Subsidiarystate thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof) and to become Loan Parties (Bnotwithstanding that such Restricted Subsidiaries are, individually, Excluded Guarantor Subsidiaries (as defined herein)) such Subsidiarythat the foregoing condition ceases to be true; provided, or any other that if the requirements of Section 5.11 of the Secured Term Loan Credit Agreement are satisfied by the joinder to such facility of a Restricted Subsidiary of the Designated Company that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered would not be required to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be joined as a Guarantor to become a Guarantor by delivering this Agreement pursuant to Section 5.11(b) (due to such Restricted Subsidiary being organized outside of the United States and Canada), the foregoing condition contained in this Section 5.11(d) shall be deemed satisfied; provided, further, that for the avoidance of doubt, and subject to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) immediately preceding proviso, the items with respect to such Subsidiary only Restricted Subsidiaries that would have been delivered under Sections 6.1.(a)(ivbe required to join this Agreement pursuant to this Section 5.11(d) through (viii)shall be such Subsidiaries as are organized in the United States, 6.1.(e) and 6.1.(f) if such any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof. The Designated Company may designate a Subsidiary had been Guarantor that was not a Guarantor Restricted Subsidiary of the Designated Company on the Effective DateDate as an Excluded Guarantor Subsidiary subject to the terms of the definition thereof, in which event the Guarantee by such Restricted Subsidiary shall be released in accordance with Section 7.09.

Additional Guarantors. In the event that (a) Prior to at any date (the Investment Grade Rating "APPLICABLE DATE") the book value of the assets of any Wholly-Owned Domestic Subsidiary (other than an Unrestricted Subsidiary), whether formed or acquired before or after the date hereof and whether or not existing on the date hereof, constitutes more than 5% of the combined book value at such date of the assets of Borrower and the Subsidiaries (other than Unrestricted Subsidiaries), (b) on any date any Subsidiary (other than an Unrestricted Subsidiary) shall guarantee any Indebtedness of Borrower or any Subsidiary or (c) any Wholly-Owned Domestic Subsidiary acquires any Fleet Rig owned or leased by Borrower or any Subsidiary on the Effectiveness Date, Borrower shall cause each such Subsidiary (unless already a Guarantor) (i) in the case of (a) above, within 50 days after the end of the fiscal quarter in which such Applicable Date occurs; PROVIDED, HOWEVER, that if on any Applicable Date the book value of the assets of any Wholly-Owned Domestic Subsidiary (excluding Investments in Borrower or any Subsidiary other than an Unrestricted Subsidiary) constitutes more than 20% of the combined book value at such date of the assets of Borrower and the Subsidiaries (other than any Unrestricted Subsidiary) then within 30 10 days of the first date on which such 20% threshold is met, (ii) in the case of (b) above, within five Business Days and (iii) in the case of (c) above, within five Business Days of the first date on which any Person becoming a Material such Wholly-Owned Subsidiary or an Accommodation Subsidiary after the Effective Dateacquires any such Fleet Rig, the Borrower shall to execute and deliver to the Administrative Agent each a counterpart of the following itemsGuaranty; PROVIDED, each in form and substance satisfactory HOWEVER, that no Unrestricted Subsidiary shall be required to the Administrative Agent: be a Guarantor unless it is a guarantor of any Indebtedness of Borrower or of any Subsidiary (other than of an Unrestricted Subsidiary); PROVIDED, FURTHER, HOWEVER, that (i) an Accession Agreement executed in the event that all of the Capital Stock of any Guarantor owned by Borrower or any Subsidiary is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 8.02 hereof (whether in a single transaction or in a series of related transactions and whether by merger, consolidation or otherwise) (or such Subsidiary sale or other disposition has been approved in writing by the Required Banks (or all Banks if required by Section 12.12)), other than any such sale, disposition or liquidation to Borrower or any Subsidiary, such Guarantor shall be released from the Guaranty and the Guaranty shall, as to such Guarantor, terminate, and have no further force or effect (it being understood and agreed that the sale of any Person that owns, directly or indirectly, the Capital Stock of any Guarantor shall be deemed to be a sale of such Guarantor) and (ii) in the items event that any Guarantor shall be designated an Unrestricted Subsidiary pursuant to and in accordance with respect Section 8.05(b) hereof, then such Guarantor (unless it is a guarantor of any Indebtedness of Borrower or of any Subsidiary (other than of an Unrestricted Subsidiary)) shall be released from the Guaranty and the Guaranty shall, as to such Subsidiary Guarantor, terminate, and have no further force or effect. The Administrative Agent and each Bank agree that would have been delivered under Sections 6.1.(a)(iv) through (viii)Borrower may, 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions behalf of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already released from the Guaranty, require the Administrative Agent, at the expense of Borrower, to execute and deliver to Borrower, for the benefit of any Person, a Guarantor written release, disclaimer, termination or quitclaim, and such other release documents as Borrower may reasonably request to which any of the following conditions applies to become a Guarantor by delivering to evidence such termination, and each Bank authorizes the Administrative Agent each to execute and deliver such release, disclaimer, termination and other documents on behalf of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed such Bank without any further action by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the Bank. For avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiarythe Subsidiaries' undertakings under the Indenture or the Security Documents, each as in effect on the date hereof, shall not for purposes of this Section 7.11 constitute a guarantee of Indebtedness of Borrower or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent The Credit Parties will cause each of the following itemstheir Material Domestic Subsidiaries, each in form and substance satisfactory whether newly formed, after acquired or otherwise existing to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 daysthirty (30) upon days after such Material Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor hereunder by way of execution of a Joinder Agreement. In addition, if the Domestic Subsidiaries of the Borrower that are not Guarantors (the “Non-Guarantor Domestic Subsidiaries”) shall, as of the last day of any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to fiscal quarter of the restriction which prevented it from delivering an Accession Agreement pursuant to this SectionBorrower, collectively (a) generate more than 10% of Consolidated EBITDA for the four (4) fiscal quarter period ending as of such Subsidiary shall comply with the provisions of this Section. date or (b) On own more than 10% of the Consolidated Assets as of such date (clause (a) and at all times after (b), the Investment Grade Rating Date“Additional Guarantor Criteria”), then the Borrower shall cause one or more of such Non-Guarantor Domestic Subsidiaries to promptly (and in any Subsidiary that is not already a Guarantor and to which any event within thirty (30) days after the end of the following conditions applies to applicable fiscal quarter of the Borrower) become a Guarantors hereunder by way of execution of Joinder Agreements so that, after such Non-Guarantor by delivering Domestic Subsidiaries become Guarantors, neither of the Additional Guarantor Criteria will be met. In connection with the foregoing, the Credit Parties shall give notice to the Administrative Agent each not less than ten (10) days after creating a Domestic Subsidiary (or such larger period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring a majority of the following itemsCapital Stock of any other Person. The Credit Party Obligations shall be secured by, each among other things, a first priority perfected security interest in form the Collateral of such new Guarantor and substance satisfactory a pledge of 100% of the Capital Stock of such new Guarantor and its Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries to the extent set forth in, and as provided in, the Security Documents. In connection with the foregoing, the Credit Parties shall, except to the extent, if any, waived by the Administrative Agent, deliver to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items , with respect to such Subsidiary that would have been delivered under each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 6.1.(a)(iv4.1(b) through – (viii), 6.1.(ef) and 6.1.(f) if 5.12 and such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, other documents or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to agreements as the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Datemay reasonably request.

Additional Guarantors. If, after the date of this Indenture, any Subsidiary of (x) prior to the consummation of the Mergers, Express Scripts or (y) following the consummation of the Mergers, the Company that is, in each case, not then a Guarantor guarantees, becomes a borrower, issuer or guarantor under, or grants any Lien to secure any obligations pursuant to, (1) the Express Scripts Existing Revolving Credit Facility or any refinancing or replacement thereof, (2) the Medco Term Loan and Revolving Credit Facility or any refinancing or replacement thereof, (3) either of the Facilities or any refinancing or replacement thereof, or (4) any other Indebtedness having an aggregate principal amount outstanding in excess of 15% of the Consolidated Net Worth of (a) Prior prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each consummation of the following itemsMergers, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. Express Scripts or (b) On and at all times after following the Investment Grade Rating Dateconsummation of the Mergers, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any Company, in each case as of the following conditions applies end of such entity’s most recent quarter for which financial statements are available (such Consolidated Net Worth to be measured at the time of the incurrence of each such guarantee or borrowing or the granting of such Lien), then in any such case such Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Administrative Agent each Trustee promptly (but in any event, within two Business Days of the following itemsdate on which it guaranteed or incurred such Indebtedness or granted such Lien, each in form and substance satisfactory to as the Administrative Agent: (i) an Accession Agreement executed case may be). Notwithstanding the preceding paragraph, any Guarantee by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guaranteesthat was issued pursuant to this Section 10.11 solely as a result of its guarantee or incurrence of, or otherwise becomes obligated granting of a Lien in respect of, any such Indebtedness shall be automatically and unconditionally released upon the release or discharge of the Parent, guarantee that resulted in the Borrower creation of such Subsidiary’s Guarantee (or any other upon such Subsidiary of the Parent ceasing to be an issuer or a borrower or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance release of doubt, any Accommodation Subsidiary) and (B) Liens granted by such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to as the Administrative Agent (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viiicase may be), 6.1.(e) and 6.1.(f) if except a discharge or release as a result of payment under such Subsidiary had been a Guarantor on the Effective Dateguarantee.

Additional Guarantors. If on the last day of the calendar quarter ended June 30, 2016 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (a15) Prior Business Days of the date on which the balance sheet as of such last day is required to the Investment Grade Rating Date and within 30 days of any Person becoming a Material be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause an additional Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the Investment Grade Rating Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. The Parent will cause any existing and any subsequently acquired or organized Restricted Subsidiary which provides a Guaranty in respect of any Material Credit Facility (other than those Guarantors party to this Agreement as of the Amendment No. 1 Effective Date) to, no later than thirty (30) days thereafter, become a Guarantor hereunder by (a) executing and delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession a Subsidiary Guaranty Agreement executed by such Subsidiary and (iib) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent documents of the types referred to in clauses (d) through (g) of Section 6.1 and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent . In addition, the Parent shall cause such Restricted Subsidiary to deliver, upon the reasonable request of any Lender, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case prior to the delivery of the Subsidiary Guaranty Agreement. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) an Accession Agreement executed by 10% or more of Adjusted EBITDA for the 12-month period then ended (other than as a result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent ) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) it exceeds either of the thresholds set forth in the second preceding sentence and (ii) at the items with respect end of the immediately preceding fiscal quarter of the Parent the Net Cash Flow Leverage Ratio is 3.00 to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date1.00 or higher.

Additional Guarantors. (a) Prior The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the Investment Grade Rating Date and relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after in the Effective Datecase of Section 4.21Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the Borrower shall case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Administrative Agent each of Trustee a supplemental indenture in the following items, each in form and substance satisfactory attached to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement this Indenture pursuant to this Sectionwhich such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary shall comply with Restricted Subsidiary’s Guarantee of such other Indebtedness in the provisions case of this SectionSection 4.21(a)(ii). (b) On and at all times [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Investment Grade Rating DateIssue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Borrower shall Issuer may elect, in its sole discretion, to cause any Subsidiary that is not already a Guarantor and otherwise required to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already be a Guarantor to become a Guarantor by delivering and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the Administrative Agent extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (ie) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Accession Agreement executed by Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (ii1) any violation of applicable law or regulation; (2) any liability for the items officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this clause (g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness existing on the Issue Date of such Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is or becomes a Guarantor on the Effective Datedate on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) Prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary If, after the Effective Issue Date, the Borrower shall deliver to the Administrative Agent each of the following items(x) (1) any Restricted Subsidiary (including any newly formed, each in form and substance satisfactory to the Administrative Agent: (inewly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been is not then a Guarantor on enters in to any guarantee of or otherwise Incurs any Indebtedness under the Effective Date; provided, however, promptly Existing Credit Agreement or (and in 2) any event within 30 days) upon any Excluded Restricted Subsidiary that is a Material Domestic Subsidiary ceasing (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor enters into any guarantee of or otherwise Incurs any Indebtedness under any other Senior Credit Agreement or guarantees any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries, in each case, with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (y) the Issuer otherwise elects to be subject have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, (in the case of clause (x)) within 25 Business Days of the date that such Indebtedness has been guaranteed, to execute and deliver to the restriction which prevented it from delivering an Accession Agreement Trustee a supplemental indenture pursuant to this Section, which such Restricted Subsidiary shall comply become a Guarantor under this Indenture governing the Notes providing for a Guarantee by such Restricted Subsidiary that (in the case of clause (x)) ranks pari passu (on an unsecured basis) with such Indebtedness or such guarantee of such Indebtedness under the provisions Senior Credit Agreement or such Certain Capital Markets Debt so Incurred or provided by such Restricted Subsidiary. A form of this Sectionsupplemental indenture for such purpose is attached as Exhibit D hereto. (b) On and at all times after Each Guarantee will be limited to an amount not to exceed the Investment Grade Rating Datemaximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect as it relates to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or any other Subsidiary that directly fraudulent transfer or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednesssimilar laws affecting the rights of creditors generally. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to Each Guarantee shall be released upon the Administrative Agent (i) an Accession Agreement executed by such Subsidiary terms and (ii) in accordance with the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date.provisions of Article X.

Additional Guarantors. (a) Prior The Company shall cause each Domestic Restricted Subsidiary that Guarantees the Credit Facility to the Investment Grade Rating Date execute and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each Trustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the following itemsprincipal of, each in form premium, if any and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor interest on the Effective DateNotes on a senior subordinated basis and all other obligations under the Indenture. Notwithstanding the foregoing, in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of the Credit Facility, then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged; provided, however, promptly (that such Restricted Subsidiary has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing discharged or are otherwise permitted under one of the exceptions available under the definition of “Permitted Indebtedness” at the time of such release to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this SectionRestricted Subsidiaries. (b) On and at all times after Each Guarantee will be limited to an amount not to exceed the Investment Grade Rating Datemaximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect as it relates to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or any other Subsidiary that directly fraudulent transfer or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any Indebtednesssimilar laws affecting the rights of creditors generally. (c) The Borrower mayNo later than May 15, at its option2007, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering to the Administrative Agent Company shall either (i) an Accession Agreement executed by such Subsidiary and cause the Immaterial Domestic Subsidiaries to guarantee the notes, (ii) properly designate the items with respect Immaterial Domestic Subsidiaries as Unrestricted Subsidiaries, or (iii) cause the Immaterial Domestic Subsidiaries to such Subsidiary that would have been delivered under Sections 6.1.(a)(iveither (A) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been transfer all of their assets to the Company or a Guarantor on the Effective Dateand then dissolve such Immaterial Domestic Subsidiary or (B) merge into a Guarantor.

Additional Guarantors. (a) Prior Each of the Issuer’s current and future Domestic Subsidiaries (other than the Co-Issuers, Notes PropCo and Extended Term Loan PropCo) and, subject to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Dateclause (b) below, the Borrower shall deliver to the Administrative Agent each of the following itemsIssuer’s future Foreign Subsidiaries shall, each in form jointly and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary severally, irrevocably, fully and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) unconditionally guarantee on a senior basis and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering applicable Intercreditor Agreements the Guaranteed Obligations. The foregoing requirement to provide a Subsidiary Guarantee shall not apply to an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provisions of this SectionExcluded Subsidiary. (b) On and at all times after After the Investment Grade Rating Issue Date, the Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) no direct or indirect Subsidiary (including an Accession Agreement executed by such Excluded Subsidiary) or equity investee of the Issuer may directly or indirectly provide Credit Support for the Indebtedness incurred under clause (i) or (ii) of the definition of “Permitted Debt”, (ii) no direct or indirect Subsidiary (including an Excluded Subsidiary) or equity investee of the Issuer may be an obligor on any Indebtedness for borrowed money for which any Issuer or Subsidiary Guarantor directly or indirectly provides Credit Support, unless, in each case of clause (i) and (ii), such Subsidiary or equity investee provides a Subsidiary Guarantee, and (iii) each Immaterial Subsidiary existing as of the items Issue Date shall, within 90 days following the Issue Date (or such later date as agreed to by the Issuer and the Extended Term Loan Agent) either (A) be dissolved, liquidated or merged out of existence or (B) become a Subsidiary Guarantor with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to exist any IndebtednessGuaranteed Obligations. (c) The Borrower mayTo the extent a Person is required to provide a Subsidiary Guarantee under the above provisions, at its option, cause any such Person shall execute and deliver a supplemental indenture to this Indenture evidencing such Subsidiary that is not already a Guarantor Guarantee in the form of Exhibit D within 10 Business Days after the requirement to become a Guarantor by delivering provide such Subsidiary Guarantee arises under this Indenture on the same terms and conditions as those set forth in this Indenture and applicable to the Administrative Agent (i) other Guarantors, together with an Accession Agreement executed Opinion of Counsel and an Officer’s Certificate, and pledge all assets held by such Person (other than Excluded Assets) as After-Pledged Property with Required Collateral Lien Priority as provided under Section 3.16. (d) Neiman Marcus Bermuda, L.P., a limited partnership organized under the laws of Bermuda, NMG Asia Holdings Limited, a company organized under the laws of Hong Kong, and NMG Asia Limited, a company organized under the laws of Hong Kong, shall not be required to provide a Subsidiary and (ii) Guarantee unless additional Investments are made after the items with respect to Issue Date by the Issuers or any Restricted Subsidiaries in such Foreign Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Dateexceeding $2.5 million in aggregate.