Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) To the extent any Wholly-Owned Subsidiary one of the Company’s Subsidiaries that is not a Note Guarantor as of the Issue Date Guarantees any Indebtedness of the Company or any Guarantor under the Credit Agreement as of the Issue Date, the Company shall use commercially reasonable efforts to cause such Subsidiary to execute and deliver to the Trustee a notation of Note Guarantee substantially in the form of Exhibit C (subject to the Agreed Guarantee Principles), pursuant to which such Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture within 60 days after the Issue Date. Thereafter, such Subsidiary shall be a Note Guarantor for all purposes hereof until such Note Guarantee is released in accordance herewith. (b) If any one of the Company’s Subsidiaries that is not an Excluded Subsidiary becomes an obligor with respect to a Note Guarantor Guarantees any Indebtedness of the Company or any Guarantor under the Credit AgreementAgreement after the Issue Date, (b) any Wholly-Owned that Subsidiary shall execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D and a notation of Note Guarantee substantially in the Company that is not an Excluded form of Exhibit C, pursuant to which such Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates shall unconditionally Guarantee, on a Subsidiary that directly or indirectly owns Capital Stock senior secured basis, all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, then the Company or Parent, as applicable, will, in each case within 20 Business Days after 60 days of the date on which it becomes an obligor with respect to any of such Subsidiary provided such guarantee. Thereafter, such Subsidiary shall be a Note Guarantor for all purposes hereof until such Note Guarantee is released in accordance herewith. (c) Notwithstanding the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and notation of Note Guarantee may be modified in respect of any Note Guarantor organized outside of the United States of America as necessary or appropriate to (ii)1) comply with applicable law, if requested by (2) avoid any general legal limitations such as general statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the Trusteefiduciary duties of such company’s directors, deliver an Opinion contravention of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Electionany legal prohibition or regulatory condition, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement material risk of personal or Permitted Receivables Financing Subsidiary) that is incurred criminal liability for any officers or issued and outstanding exceeds $2,000.0 million directors (the collectively referred to as “Agreed Guarantee ThresholdPrinciples”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee in each case as determined by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasein its sole discretion.”

Additional Note Guarantees. No Restricted Subsidiary (other than an Excluded Restricted Subsidiary and, following the release or termination of all Guarantees by a Foreign Subsidiary Holdco of any Indebtedness of the Base Indenture shall be amended and restated in Company or its entirety as follows: “Prior to other Subsidiaries other than the occurrence of an Investment Grade Event Election with respect to each series of Notes, if such Foreign Subsidiary Holdco) may, after the date hereof, Guarantee the payment of (a) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary becomes an obligor with respect to Guarantor under any Indebtedness under the Credit Agreement, Facility or (b) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount in excess of $500.0 10.0 million or (c) Parent or any more, unless such Restricted Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, shall also execute within 20 Business Days after 60 days following the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become such requirement arose a Guarantor of the Notes of this Series Note Guarantee and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel and Officers’ Certificate to the Trustee with respect thereto, in accordance with the terms of this Indenture. No Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person (other than the Company), whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof2) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence such transaction, no Default or Event of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Default exists. The Note Guarantee shall of a Subsidiary Guarantor will automatically be released released: (1) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of consolidation, merger or otherwise to the extent the Guarantee Threshold would a Person that is not be exceeded (either before or after giving effect to such releasetransaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (2) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor by way of consolidation, merger or otherwise to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.15; (4) upon legal defeasance or covenant defeasance of the Notes as provided below under Article VIII; or (5) upon the release or discharge of the guarantee by, or direct obligation of, such Guarantor of the Indebtedness that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Guarantor would then be required to provide a Note Guarantee pursuant to the first paragraph of this covenant); (6) upon the merger, amalgamation or consolidation of any Guarantor with and into the Company or another Guarantor or upon the liquidation of such Guarantor, in each case, in compliance with the applicable provisions of this Indentures; or (7) for any Foreign Subsidiary Holdco, concurrently with the release or termination of all Guarantees by such Foreign Subsidiary Holdco of any Indebtedness of the Company or its other Subsidiaries other than the Notes.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) The Issuer shall cause each Subsidiary (including any Wholly-Owned newly formed or newly acquired Subsidiary or newly designated Restricted Subsidiary) (other than any designated Unrestricted Subsidiary or Foreign Subsidiary), within twenty (20) days of its acquisition, formation or designation, to: (i) In case of a newly formed or newly acquired Subsidiary, be designated as a Restricted Subsidiary; (ii) Execute and deliver to the Trustee (a) a supplemental indenture pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness Issuer’s obligations under the Credit Notes and this Indenture, and (b) a notation of guarantee in respect of its Note Guarantee, in each case in form and substance reasonably satisfactory to the Trustee; (iii) Subject to the terms, conditions and provisions of Section 6.15 and Article Twelve, pledge its assets and have its stock pledged as Collateral pursuant to the Security Documents and execute and deliver to the Trustee (a) a supplement to the Collateral Agreement, (b) any Wholly-Owned Subsidiary of a supplement to the Company that is not an Excluded Subsidiary Intercreditor Agreement and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Companyother applicable Security Documents, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series in each case in form and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel substance reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereofiv) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect Deliver to the provision Trustee one or more opinions of Post-Release Event Note Guarantees pursuant to this counsel that such documents required by Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness6.14(a)(i), (iix) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence have been duly authorized, executed and delivered by such Restricted Subsidiary and (y) constitute a valid and legally binding obligation of an Investment Grade Event Electionsuch Restricted Subsidiary in accordance with their terms. Thereafter, then such Investment Grade Event Election Restricted Subsidiary shall be deemed not to have occurred with respect to the release a Guarantor for all purposes of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not this Indenture. (b) Notwithstanding Section 6.14(a), a Guarantor will be then exceeded automatically and (iii) a Post-Release Event unconditionally released and discharged from its obligations under its Note Guarantee shall be released to and this Indenture under the extent circumstances set forth in Section 13.05. The form of the Note Guarantee Threshold would not be exceeded after giving effect to such release.”is attached hereto as Exhibit B.

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) For so long as the Credit Agreement is outstanding, the Company shall not permit any Wholly-Owned of its Restricted Subsidiaries, other than a Guarantor, to guarantee the payment of any Credit Facility of the Company or any other Guarantor unless, within 20 Business Days of the date on which such Subsidiary becomes subject to this Section 4.13(a), the Company: (1) causes such Subsidiary to (A) execute a supplemental indenture pursuant to which such Subsidiary will become a Guarantor; and (B) execute amendments to or otherwise accede to or join the Collateral Agreements 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 Collateral Agreements; and (2) delivers an Opinion of Counsel reasonably satisfactory in form to the Trustee. (b) If at any time after the Credit Agreement ceases to be outstanding, (i) the Company or any Restricted Subsidiaries acquire or create another Restricted Subsidiary, other than an Immaterial Subsidiary, (ii) any Restricted Subsidiary that constitutes an Immaterial Subsidiary ceases to constitute an Immaterial Subsidiary, (iii) any Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to already a Guarantor guarantees any Indebtedness under the Credit AgreementFacility or owns any Vessel, (biv) any Wholly-Owned Subsidiary of the Company that is not an Excluded already a Guarantor is the subject of a Contract Winning Trigger or (v) any Subsidiary and of the Company that is not an Unrestricted Subsidiary already a Guarantor becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the CompanyInternal Charterer, then the Company or Parent, as applicable, willthen, within 20 Business Days after of the date on which it such Subsidiary becomes an obligor with respect subject to any of this Section 4.13(b), the foregoing, or reasonably promptly thereafter, Company shall: (i1) cause that newly acquired or created such Subsidiary to become a Guarantor of the Notes of this Series and to: (A) execute a supplemental indenture pursuant to which such Subsidiary will become a Guarantor; and (B) execute amendments to or otherwise accede to or join the Collateral Agreements 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 Collateral Agreements; and (ii), if requested by the Trustee, 2) deliver an Opinion of Counsel reasonably satisfactory in form to the Trustee. Following , provided that to the extent a Subsidiary of the Company became a Guarantor solely due to clause (iv) above, such Subsidiary shall be released from its Note Guarantee and related pledge following the occurrence of an Investment Grade Event Electiona Contract Unwind Trigger provided the conditions to that release are satisfied. Notwithstanding the foregoing, with respect no such Subsidiary shall be required to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding provide any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent that the granting of such guarantee would be a violation of applicable laws. Each Note Guarantee Threshold would not may be exceeded after giving effect to such releasereleased in accordance with Section 11.05.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If, after the Issue Date, (a) the Issuer or any Wholly-Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreementshall acquire or create another Domestic Restricted Subsidiary, or (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to is Redesignated a Domestic Restricted Subsidiary, and (in each such case) such Domestic Restricted Subsidiary guarantees any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or Indebtedness under any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the CompanyCredit Facility, then the Company or ParentIssuer shall cause such Domestic Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee the Opinion of Counsel required by Section 10.07 hereof; provided, however, that a Domestic Restricted Subsidiary that owns net assets that have an aggregate fair market value (as applicabledetermined in good faith by the Board of Directors of the Issuer) of less than 5% of the Consolidated Tangible Assets of the Issuer as of the end of the previous fiscal quarter, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of need not become a Guarantor. (b) Notwithstanding the foregoing, if, as of the end of any fiscal quarter, the Domestic Restricted Subsidiaries that are not required to be Guarantors pursuant to clause (a) of this Section 4.20 collectively own net assets that have an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer) equal to or reasonably greater than 5% of the Issuer’s Consolidated Tangible Assets, then the Issuer shall cause one or more of such non-Guarantor Domestic Restricted Subsidiaries promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor or Guarantors such that after giving effect thereto, the total net assets owned by all such remaining non-Guarantor Domestic Restricted Subsidiaries will have an aggregate fair market value (as determined in good faith by the Board of Directors of the Notes Issuer) of this Series less than 5% of the Consolidated Tangible Assets of the Issuer. Any such Domestic Restricted Subsidiary so designated must become a Guarantor and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following Trustee within 15 Business Days of the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasedate on which it was designated.”

Additional Note Guarantees. No Restricted Subsidiary (other than an Excluded Restricted Subsidiary and, following the release or termination of all Guarantees by a Foreign Subsidiary Holdco of any Indebtedness of the Base Indenture shall be amended and restated in Company or its entirety as follows: “Prior to other Subsidiaries other than the occurrence of an Investment Grade Event Election with respect to each series of Notes, if such Foreign Subsidiary Holdco) may, after the date hereof, Guarantee the payment of (a) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary becomes an obligor with respect to Guarantor under any Indebtedness under the Credit Agreement, Facility or (b) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount in excess of $500.0 10.0 million or (c) Parent or any more, unless such Restricted Subsidiary of Parent acquires or creates shall also have executed a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series Note Guarantee and execute a supplemental indenture and (ii), if requested by the Trustee, deliver delivered an Opinion of Counsel and Officers’ Certificate to the Trustee with respect thereto, in accordance with the terms of this Indenture. No Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person (other than the Company), whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof2) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence such transaction, no Default or Event of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Default exists. The Note Guarantee shall of a Subsidiary Guarantor will automatically be released released: (1) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of consolidation, merger or otherwise to the extent the Guarantee Threshold would a Person that is not be exceeded (either before or after giving effect to such releasetransaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (2) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.15; (3) upon legal defeasance or covenant defeasance of this Indenture as provided below under Article VIII; or (4) for any Foreign Subsidiary Holdco, concurrently with the release or termination of all Guarantees by such Foreign Subsidiary Holdco of any Indebtedness of the Company or its other Subsidiaries other than the Notes.”

Additional Note Guarantees. of the Base Indenture The Company shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to cause each series of Notes, if Wholly Owned Domestic Subsidiary that incurs (a1) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with Indebtedness (and/or commitments in respect to any Indebtedness thereof) under the Credit Agreement, (b2) Indebtedness (and/or commitments in respect thereof) under any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any syndicated loan or capital markets debt securities in an aggregate principal amount issuance which is equal to or in excess of $500.0 125.0 million in principal amount so long as the Company or a Guarantor is the borrower, issuer or a guarantor of the Indebtedness (and/or commitments in respect thereof) or (c3) Parent a guarantee of any Indebtedness (and/or commitments in respect thereof) of the Company or a Guarantor described in the preceding clause (1) or (2), to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantees; and (2) deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary; and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms. If, after the Issue Date, the Company or any Subsidiary of Parent Guarantor acquires or creates a another Wholly Owned Domestic Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with incurs (1) any Indebtedness (and/or commitments in respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement Agreement, (2) Indebtedness (and/or commitments in respect thereof) under any syndicated loan or Permitted Receivables Financing Subsidiarycapital markets debt securities issuance which is equal to or in excess of $125.0 million in principal amount so long as the Company or a Guarantor is the borrower, issuer or a guarantor of the Indebtedness (and/or commitments in respect thereof) that is incurred or issued and outstanding exceeds $2,000.0 million (3) a guarantee of any Indebtedness (and/or commitments in respect thereof) of the “Guarantee Threshold”Company or a Guarantor described in the preceding clause (1) or (2), then Parent the Company shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries Restricted Subsidiary to, within 60 days, : (i) execute and deliver to the Trustee (a) a supplemental indenture providing for in form satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture and (b) a Note Guarantee by such non-guarantor Subsidiaries (each such notation of guarantee in respect of its Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), and (ii) if the Guarantee Threshold would be exceeded immediately after giving effect deliver to the occurrence Trustee one or more Opinions of an Investment Grade Event ElectionCounsel that such supplemental indenture a. has been duly authorized, then executed and delivered by such Investment Grade Event Election shall be deemed not to have occurred with respect to the release Restricted Subsidiary and b. constitutes a valid and legally binding obligation of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseRestricted Subsidiary in accordance with its terms.”

Additional Note Guarantees. If (i) the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the Base Indenture Issue Date or (ii) if any Restricted Subsidiary shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) guarantee any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded Subsidiary becomes an obligor with respect to or any Indebtedness under the Credit AgreementGuarantor, then, in each case of clause (bi) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any ii), such Restricted Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, shall within 20 10 Business Days after of the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly was acquired or created Subsidiary to become a Guarantor (or, in the case of the Notes of this Series and execute a supplemental indenture and clause (ii), if requested simultaneously with the guarantee of such other Indebtedness) (i) execute and deliver to the Trustee a supplemental indenture, substantially in the form attached as Exhibit E hereto, pursuant to which such Restricted Subsidiary will Guarantee the Notes, (ii) execute and deliver to the Collateral Agent joinder agreements or other similar agreements with respect the applicable Collateral Documents (and, in the case any Restricted Subsidiary that is not a Domestic Restricted Subsidiary, execute Collateral Documents (or joinders thereto) granting Liens to the Collateral Agent on the same assets as any Liens granted by such Restricted Subsidiary to secure its obligations as a guarantor of such other Indebtedness and governed by the Trustee, same governing law as any documentation granting such Liens to secure such other Indebtedness) and (iii) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries and Officers’ Certificate that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all and other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect documents required to the provision of Post-Release Event Note Guarantees be delivered pursuant to clause (ii) above have been duly authorized, executed and delivered and constitute legally valid and binding and enforceable obligations (subject to customary qualifications and exceptions) and is authorized or permitted by this Section 4.17)Indenture; provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Restricted Subsidiary that existed at the constitutes an Immaterial Subsidiary need not become a Guarantor until such time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a as it ceases to be an Immaterial Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release . The form of such Note Guarantees Guarantee is attached as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseExhibit E hereto.”

Additional Note Guarantees. If (i) any of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence Pledged Entities or any of their respective Domestic Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary (other than an Investment Grade Event Election with respect to each series of NotesExempt Joint Venture), if or (aii) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent Spectrum Entity acquires or creates a Domestic Subsidiary that directly or indirectly owns Capital Stock of the Company(other than an Exempt Joint Venture), then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) will cause that newly acquired or created Domestic Subsidiary or Domestic Restricted Subsidiary, as the case may be, to become (a) execute a Guarantor of the Notes of this Series and execute Note Guarantee pursuant to a supplemental indenture in form and (ii), if requested by substance satisfactory to the Trustee, (b) enter into and deliver supplements to the Pledge and Security Agreements, or such other pledge and security agreements in form and substance satisfactory to the Collateral Agent and the Trustee, and take all such action necessary or advisable to create, maintain and perfect the valid first priority perfected security interests in the Collateral intended to be created thereby, (c) deliver an Officers' Certificate and an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created to the effect that such supplemental indenture, supplements to the Pledge and Security Agreements or such other pledge and security agreements have been duly authorized, executed and delivered by that Domestic Subsidiary or Domestic Restricted Subsidiary, as the case may be and constitute valid and binding agreements of that Domestic Subsidiary or Domestic Restricted Subsidiary, as the case may be, enforceable in accordance with its terms (subject to customary exceptions), and (d) deliver an Opinion of Counsel reasonably satisfactory in accordance with the requirements of Section 12.2(a); provided that any Domestic Subsidiary or Domestic Restricted Subsidiary, as the case may be, that constitutes an Immaterial Subsidiary need not comply with clauses (a) through (d) above until such time as it ceases to be an Immaterial Subsidiary. The form of such Note Guarantee is attached as Exhibit B hereto. If any Spectrum Entity acquires or creates an Exempt Joint Venture then: (1) the Trustee. Following Exempt Joint Venture shall not, without the occurrence consent of an Investment Grade Event Election, with respect to each series the Trustee as directed by Holders of Notes, if the at least a majority in aggregate principal amount of Indebtedness the Notes then outstanding, (A) commence a voluntary case or proceeding; (B) consent to the entry of an order for Borrowed Money relief against it in an involuntary case or proceeding or the commencement of any case against it; (C) consent to the appointment of a Custodian of it or for all or substantially all of its property; (D) make a general assignment for the benefit of its creditors; (E) file a petition in bankruptcy or answer or consent seeking reorganization or relief; or (F) consent to the filing of such a petition or the appointment of or taking possession by a Custodian, in each case within the meaning of any Bankruptcy Law; (2) the Exempt Joint Venture shall not permit its liquidated and non-guarantor Subsidiaries contingent liabilities, not subject to dispute to exceed $1 million (other than claims or obligations not constituting Indebtedness that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, the ordinary course of business and consistent with ordinary business terms and (ii) paid when due); and (3) the Company will provide notice to the Trustee and the Noteholders in the event that a court of competent jurisdiction enters an order or decree under any Bankruptcy Law that: (A) is for relief against the Exempt Joint Venture in contemplation of, such Person becoming an involuntary case or proceeding or adjudicates the Exempt Joint Venture insolvent or bankrupt; (B) appoints a Subsidiary, so long as Parent and its Subsidiaries Custodian of the Exempt Joint Venture or for all or substantially all of the property of the Exempt Joint Venture; or (other than such Person and its SubsidiariesC) are not obligors under such Specified Indebtednessorders the winding up or liquidation of the Exempt Joint Venture. None of the requirements of the immediately preceding clauses (1), (ii2) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii3) a Post-Release Event Note Guarantee shall be released apply to any Exempt Joint Venture if such Exempt Joint Venture complies with clauses (a) through (d) of the extent the Guarantee Threshold would not be exceeded after giving effect to such releasefirst paragraph of this Section 7.10.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) The Company covenants and agrees that, at any time after the date hereof any of the Company’s Wholly-Owned Restricted Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Significant Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary), the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Wholly-Owned Restricted Subsidiary (an “Additional Subsidiary Guarantor”) concurrently to become a Subsidiary Guarantor on a senior basis (promptly following the determination in accordance with the terms of this Indenture that such Restricted Subsidiary is a Wholly-Owned Subsidiary and a Significant Subsidiary) by executing a Supplemental Indenture substantially in the form of Exhibit E hereto and providing the Company that is not Trustee with an Excluded Subsidiary becomes an obligor Officers’ Certificate and Opinion of Counsel and to comply in all respects with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary provisions of this Indenture and the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or ParentNotes, as applicable; provided, willhowever, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, that each Additional Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under such additional note guarantee (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Additional Note Guarantee”) such that only in accordance with Section 10.2. (b) The Company shall, following the aggregate principal amount date hereof, conduct an investigation and make a determination no later than 90 days following the end of Specified Indebtedness the first, second and third quarter of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding each fiscal year, based on the financial information for the preceding quarter, and no later than 120 days following the end of each fiscal year, based on the financial information for the prior fiscal year, as to whether any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that Subsidiary has become a (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Wholly-Owned Restricted Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseSignificant Subsidiary.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned The Company will cause each Domestic Restricted Subsidiary that incurs material Indebtedness, has Indebtedness under Credit Facilities or guarantees Indebtedness of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of Guarantor to execute and deliver to the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute Trustee a supplemental indenture (in the form attached as Exhibit E hereto) in which such Restricted Subsidiary will unconditionally guarantee, on a joint and (ii)several basis, the full and prompt payment of the principal of, premium, if requested by any, and interest on the Trustee, Notes and all other obligations under this Indenture on a senior unsecured basis and to deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following Trustee within 90 days of the occurrence of an Investment Grade Event Electiondate on which such Domestic Restricted Subsidiary incurred material Indebtedness, with respect to each series of Notes, if the aggregate principal amount of had Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement Facilities or Permitted Receivables Financing guaranteed Indebtedness of the Company or any Guarantor, stating that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary) that , enforceable in accordance with its terms (subject to customary exceptions). Notwithstanding the foregoing, in the event any Guarantor has no material Indebtedness, has no Indebtedness under Credit Facilities and is incurred released and discharged in full from all of its obligations under guarantees of the Company or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”)any Guarantor, then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to of such Guarantor shall be automatically and unconditionally released or discharged; provided, that such Restricted Subsidiary has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 hereof unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and discharged or are otherwise permitted under one of the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed exceptions available at the time of such Person became a release to Restricted Subsidiaries pursuant to Section 4.09 hereof. (b) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary of Parent (including any Specified Indebtedness incurred in connection withwithout rendering the Guarantee, or in contemplation of, as it relates to such Person becoming a Restricted Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors voidable under such Specified Indebtedness), (ii) if applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence rights of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasecreditors generally.”

Additional Note Guarantees. If, on or after the Issue Date: (1) the Issuer or any of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Restricted Subsidiaries acquires or creates another Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to Guarantees any Indebtedness under the Senior Secured Credit AgreementFacility, (b) the 2027 Senior Notes or any Wholly-Owned Subsidiary other capital markets Indebtedness of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor Issuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Restricted Subsidiaries) with respect to any capital markets debt securities in an aggregate principal amount in excess of greater than or equal to $500.0 million or 100.0 million; or (c2) Parent or any Subsidiary of Parent acquires the Issuer that Guarantees any Indebtedness under the Senior Secured Credit Facility, the 2027 Senior Notes or creates a Subsidiary that directly or indirectly owns Capital Stock any other capital markets Indebtedness of the CompanyIssuer or a Guarantor (other than Indebtedness owing to the Issuer or any of its Restricted Subsidiaries) with a principal amount greater than or equal to $100.0 million, and that Subsidiary was not a Guarantor immediately prior to such Guarantee (an “Additional Obligor”), then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to or Additional Obligor, as the case may be (i) shall become a Guarantor of the Notes of this Series and (ii) execute a supplemental indenture substantially in the form of Exhibit H within 30 Business Days of the date on which it was acquired or created or became an Additional Obligor. In addition, the Issuer shall have delivered to the Trustee an Officer’s Certificate and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event ElectionCounsel, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries stating that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guaranteecomplies with the applicable provisions of this Indenture, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to conditions precedent in this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect Indenture relating to such releasetransaction have been satisfied, and such Opinion of Counsel shall additionally state that such supplemental indenture is enforceable against the new Guarantor, subject to customary qualifications.”

Additional Note Guarantees. If the Issuer or any of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Restricted Subsidiaries acquires or creates another Wholly-Owned Domestic Restricted Subsidiary after the Issue Date, or if any Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to Issuer guarantees any other Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent Issuer or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the CompanyGuarantor, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) Issuer will cause that such newly acquired or created Wholly-Owned Domestic Restricted Subsidiary, Subsidiary to become a Guarantor that guarantees other Indebtedness of the Notes of this Series and Issuer or a Guarantor, as the case may be, to: (1) execute a supplemental indenture (the form of such supplemental indenture is attached as Exhibit F hereto) in form reasonably satisfactory to the Trustee pursuant to which it will become a Guarantor; (2) become a party to the Security Documents and pledge its assets to the extent they would constitute Collateral and take all other actions reasonably necessary or as the Collateral Trustee reasonably determines to be necessary or advisable to grant to the Collateral Trustee for the benefit of the Holders a perfected Parity Lien in assets that constitute or should constitute Collateral pursuant to this Indenture and Security Documents, including making any filings and entering into any certificates, documents or other instruments, as applicable; (ii), if 3) take such further action and execute and deliver such other documents as may be reasonably requested by the Trustee, Trustee or Collateral Trustee to effect the foregoing; and (4) deliver an Opinion of Counsel reasonably satisfactory to the TrusteeTrustee as required by this Indenture, including as to the enforceability of the supplemental indenture, and to the Collateral Trustee as required by the Security Documents, including as to the validity and perfection of the Parity Liens on the Collateral granted by the Wholly-Owned Domestic Restricted Subsidiary, in each case, within 30 Business Days of the date on which such Wholly-Owned Domestic Restricted Subsidiary was acquired or created or such Subsidiary guaranteed such other Indebtedness. Following The Issuer may elect, in its sole discretion, to cause any Subsidiary of the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) Issuer that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”)not otherwise required to be a Guarantor to become a Guarantor, then Parent shall cause in which case such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 Subsidiary shall not be required to comply with the 30 Business Day period applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent clause (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries4) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseabove.”

Additional Note Guarantees. of If, after the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of NotesIssue Date, if (a) the Issuer, the Co-Issuer or any Wholly-Owned Restricted Subsidiary (other than WML and its Subsidiaries) shall acquire or create another Subsidiary (other than in any case a Subsidiary that has been designated an Unrestricted Subsidiary), (b) any Unrestricted Subsidiary is redesignated a Restricted Subsidiary or (c) the Issuer otherwise elects or is required to have any Restricted Subsidiary become a Guarantor, including on the WML Repayment Date, at which time the Issuer shall cause WML and its Subsidiaries to become Guarantors, then, in each such case, the Issuer shall, unless the Restricted Subsidiary is prohibited from becoming a Guarantor, or from pledging its assets, by reason of any regulatory or contractual prohibition existing at the time of acquisition or creation (but not created in anticipation of acquisition) cause such Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness Issuer’s and the Co-Issuer’s obligations under the Notes, this Indenture, the Security Documents, the Registration Rights Agreement and, if the Revolving Credit Facility is then outstanding, the Intercreditor Agreement, (b) any Wholly-Owned Subsidiary a notation of guarantee in respect of its Note Guarantee in the Company that is not an Excluded Subsidiary form of Exhibit C, and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent a joinder to the Security Documents or any new Security Documents; (2) deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of Parent acquires such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms; and (3) take such actions as may be reasonably necessary to cause the property and assets of such Restricted Subsidiary, to the extent that they are property or creates a Subsidiary that directly or indirectly owns Capital Stock assets of the Companytypes which would constitute Collateral under the Security Documents, then to be treated as after-acquired property and to be made subject to the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any Liens of the foregoingSecurity Documents in the manner and to the extent provided in this Indenture and in the Security Documents, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become in a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel manner reasonably satisfactory to the Trustee. Following Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the occurrence of an Investment Grade Event Electionforegoing, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing Note Guarantee will be automatically and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) unconditionally released and discharged under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (circumstances set forth in Section 11.04. The form of the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long attached hereto as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”Exhibit C.

Additional Note Guarantees. If, after the Issue Date, (x) any Restricted Subsidiary (including any newly formed, newly acquired or newly Redesignated Restricted Subsidiary, but excluding any Immaterial Subsidiary, Foreign Subsidiary or Receivables Subsidiary) either (i) guarantees any Indebtedness of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to Issuer (other than Indebtedness under the occurrence of an Investment Grade Event Election with respect to each series of Notes, if Credit Facilities (a) any Wholly-Owned provided that such Restricted Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any also guaranteeing Indebtedness under the Credit Agreement)) or guarantees any Indebtedness (other than Indebtedness under the Credit Facilities (provided that such Restricted Subsidiary is also guaranteeing Indebtedness under the Credit Agreement) or Indebtedness incurred pursuant to clauses (iv), (v), (vi), (vii), (viii), (ix), (xi) or (xiii) of the definition of Permitted Indebtedness) of any other Restricted Subsidiary or (ii) incurs any Indebtedness other than Permitted Indebtedness or (y) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (a) execute and deliver to the Trustee (A) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Supplemental Indenture and (B) a notation of guarantee in respect of its Note Guarantee; and (b) any Wholly-Owned Subsidiary deliver to the Trustee one or more opinions of the Company counsel that is not an Excluded such supplemental indenture (A) has been duly authorized, executed and delivered by such Restricted Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (cB) Parent or any Subsidiary of Parent acquires or creates constitutes a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series valid and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release legally binding obligation of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseRestricted Subsidiary in accordance with its terms.”

Additional Note Guarantees. of After the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of NotesIssue Date, if (a) any Wholly-Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to Issuer Guarantees any Indebtedness Debt of the Issuer or any Guarantor under the Credit Agreement, (b) Agreement or any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any other syndicated credit facility or capital markets debt securities in an aggregate aggregated principal amount in excess of $500.0 million or (c) Parent or any 25.0 million, such Restricted Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, shall (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, 30 days execute and deliver a supplemental indenture to this Indenture providing for a Note Guarantee by such non-guarantor Subsidiaries Restricted Subsidiary in the form of Exhibit B hereto (each as may be modified pursuant to the Agreed Guarantee Principles) and (ii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel stating that (a) such Note Guarantee, a “Post-Release Event Note Guarantee”Guarantee has been duly executed and authorized; and (b) such that the aggregate principal amount Note Guarantee constitutes a valid, binding and enforceable obligation of Specified Indebtedness such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principals of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17)equity; provided that (i) this Section 4.17 covenant shall not be applicable to any Specified Indebtedness Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary of Parent (including any Specified Indebtedness and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event . Each Note Guarantee shall be released in accordance with the provisions of Section 10.09. Notwithstanding anything to the extent contrary in this Indenture, any Guarantee issued by any Foreign Subsidiary may be modified as necessary or appropriate to (1) comply with applicable law, (2) avoid any general legal limitations such as general statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors (collectively referred to as “Agreed Guarantee Threshold would not be exceeded after giving effect to such releasePrinciples”), in each case as determined by the Issuer in its good faith discretion.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) [Reserved]. (b) Notwithstanding anything to the contrary in this Section 4.08, no Restricted Subsidiary shall (x) Guarantee the Indebtedness outstanding under any Wholly-Owned ABL Facility, any Credit Facility replacing or refinancing any ABL Facility or any other Credit Facility or Public Debt, in each case of an Issuer or a Guarantor, or (y) Incur Indebtedness exceeding $10.0 million pursuant to Section 4.01(b)(i) and 4.01(b)(xi) or any Refinancing Indebtedness in respect thereof exceeding $10.0 million unless such Restricted Subsidiary is or becomes a Guarantor (or is an Issuer) on the date on which the Guarantee or such Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee or Indebtedness described in clauses (x) or (y) of this Section 4.08(b), respectively; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Note Guarantee could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the Company that is not an Excluded Subsidiary becomes an obligor partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Indebtedness under Taxes) other than reasonable out of pocket expenses. At the Credit Agreement, (b) any Wholly-Owned Subsidiary option of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect Parent, any Note Guarantee may contain limitations on Guarantor liability to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or the extent reasonably necessary. (c) Parent or any Subsidiary Note Guarantees shall be released as set forth under Section 10.06. In addition, a Note Guarantee of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock future Guarantor may also be released at the option of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after Parent if at the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, such release either (i) cause that newly acquired there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture if such Guarantor had not been designated as a Guarantor, or created Subsidiary to become (ii) there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture as at the date of such release if such Guarantor were not designated as a Guarantor as at that date. The Trustee and the Security Agent shall take ​ all necessary actions, including the granting of releases or waivers under the Notes of this Series and execute a supplemental indenture and (ii)Intercreditor Agreement or any Additional Intercreditor Agreement, if requested by the Trustee, deliver an Opinion Parent to effectuate any release of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guaranteein accordance with these provisions, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing subject to customary protections and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseindemnifications.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if If (a) the Company or any Wholly-Owned of its Restricted Subsidiaries shall acquire or create a Domestic Subsidiary after the Issue Date or (b) any Restricted Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to Guarantees any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any other Restricted Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then then, in either case, the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) shall cause that newly acquired or created such Restricted Subsidiary to become a Guarantor of the Notes of this Series and and: (1) cause such Restricted Subsidiary to execute a supplemental indenture indenture, in substantially the form attached as Exhibit F hereto, in accordance with the terms of this Indenture, pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on a senior secured basis, all of the Company’s Indenture Obligations on the terms set forth in this Indenture; (2) cause to be executed and (ii)delivered to the Collateral Agent such amendments or supplements to the Collateral Documents necessary in order to grant to the Collateral Agent, if requested for the benefit of the Holders, a perfected first priority security interest in the Equity Interests of such Restricted Subsidiary, other than any such Equity Interests that constitute Excluded Assets, and subject to Permitted Liens, which are owned by the Trustee, deliver an Opinion of Counsel reasonably satisfactory Company or a Guarantor and are required to be pledged pursuant to the Trustee. Following Collateral Documents; (3) take such actions as are necessary to cause to be granted to the occurrence Collateral Agent for the benefit of an Investment Grade Event Electionthe Holders a perfected first priority security interest, with respect subject to each series the Intercreditor Agreement, in the assets of Notessuch Restricted Subsidiary, if other than Excluded Assets and subject to Permitted Prior Liens, including the aggregate principal amount filing of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries Uniform Commercial Code financing statements in such jurisdictions as may be required by the Collateral Documents or by law; (excluding any Specified Indebtedness under any Permitted Receivables Financing 4) take such further action and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that other documents specified in the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving Indenture Documents to give effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17)foregoing; provided that and (i5) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect deliver to the occurrence Trustee an opinion of an Investment Grade Event Electioncounsel confirming that such supplemental indenture and any other documents required to be delivered have been duly authorized, then executed and delivered by such Investment Grade Event Election shall be deemed not to have occurred with respect to the release Restricted Subsidiary and constitute valid, binding and enforceable obligations of such Note Guarantees Restricted Subsidiary and regarding the perfection of such Liens in the Collateral of such Restricted Subsidiary as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseprovided for in this Indenture or Collateral Documents.”

Additional Note Guarantees. (a) The Issuer shall cause each Subsidiary to execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Subsidiary will Guarantee payment of the Base Notes on the same terms and conditions as those set forth in this Indenture by the later of (i) (A) 30 days after such Subsidiary becomes a Subsidiary of the Issuer if such Subsidiary is organized in a jurisdiction in which a Guarantor as of the Issue Date is organized or (B) 90 days if such Subsidiary is not organized in a jurisdiction in which a Guarantor as of the Issue Date is organized or the Ultimate Parent or any of its Subsidiaries that are guarantors or obligors under any Ultimate Parent Level Debt described by clause (a) or (b) of the definition thereof (or Refinancings thereof) is organized and (ii) the Issue Date. (b) Each Person that becomes a Guarantor on or after the Issue Date shall be amended and restated in its entirety as follows: “Prior also become a party to the occurrence applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of an Investment Grade Event Election trust (in substantially the same form, if applicable, as those executed and delivered with respect to each series the Collateral) and certificates and take such other actions as may be required under the Security Documents to vest in the Collateral Agent a perfected security interest (subject to Permitted Liens) in properties and assets of Notessuch Guarantor that constitute Collateral as security for the Notes or the Note Guarantees and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents and this Indenture, if and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such properties and assets (aexcluding for the avoidance of doubt, such properties and assets constituting Excluded Assets) any Wholly-Owned Subsidiary of to the Company same extent and with the same force and effect. (c) To the extent such Guarantor owns a Rig that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation ofRig, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if Guarantor will be obligated to comply with the Guarantee Threshold would be exceeded immediately after giving effect provisions of Section 4.19 pertaining to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseRigs.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) For so long as the Credit Agreement is outstanding, the Company shall not permit any Wholly-Owned of its Restricted Subsidiaries, other than a Guarantor, to guarantee the payment of any Credit Facility of the Company or any other Guarantor unless, within 20 Business Days of the date on which such Subsidiary becomes subject to this Section 4.13(a), the Company: (1) causes such Subsidiary to: (A) execute a supplemental indenture pursuant to which such Subsidiary will become a Guarantor; and (B) execute amendments to or otherwise accede to or join the Collateral Agreements 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 Collateral Agreements; and (2) delivers an Opinion of Counsel reasonably satisfactory in form to the Trustee. (b) If at any time after the Credit Agreement ceases to be outstanding, (i) the Company or any Restricted Subsidiaries acquire or create another Restricted Subsidiary other than an Immaterial Subsidiary, (ii) any Restricted Subsidiary that constitutes an Immaterial Subsidiary ceases to constitute an Immaterial Subsidiary, (iii) any Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to already a Guarantor guarantees any Indebtedness under the Credit AgreementFacility or owns any Vessel, (biv) any Wholly-Owned Subsidiary of the Company that is not an Excluded already a Guarantor is the subject of a Contract Winning Trigger or (v) any Subsidiary and of the Company that is not an Unrestricted Subsidiary already a Guarantor becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the CompanyInternal Charterer, then the Company or Parent, as applicable, willthen, within 20 Business Days after of the date on which it such Subsidiary becomes an obligor with respect subject to any of this Section 4.13(b), the foregoing, or reasonably promptly thereafter, Company shall: (i1) cause that newly acquired or created such Subsidiary to become a Guarantor of the Notes of this Series and to: (A) execute a supplemental indenture pursuant to which such Subsidiary will become a Guarantor; and (B) execute amendments to or otherwise accede to or join the Collateral Agreements 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 Collateral Agreements; and (ii), if requested by the Trustee, 2) deliver an Opinion of Counsel reasonably satisfactory in form to the Trustee. Following , provided that to the extent a Subsidiary of the Company became a Guarantor solely due to clause (iv) above, such Subsidiary shall be released from its Note Guarantee and related pledge following the occurrence of an Investment Grade Event Electiona Contract Unwind Trigger provided the conditions to that release are satisfied. Notwithstanding the foregoing, with respect no such Subsidiary shall be required to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding provide any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent that the granting of such guarantee would be a violation of applicable laws. Each Note Guarantee Threshold would not may be exceeded after giving effect to such releasereleased in accordance with Section 11.05.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of If the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture that is a Wholly Owned Subsidiary (other than a Domestic Subsidiary that constitutes an Immaterial Subsidiary), then that Domestic Subsidiary will become a Subsidiary that directly or indirectly owns Capital Stock Guarantor and execute a supplemental indenture in the form attached hereto as Exhibit F-1 and the applicable Security Documents and deliver an opinion of counsel satisfactory to the Company, then the Company or Parent, as applicable, will, Trustee within 20 thirty (30) Business Days after of the date on which it becomes an obligor with respect to was acquired or created. (b) If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the foregoingdate of this Indenture that is not a Wholly Owned Subsidiary and that Domestic Subsidiary, directly or reasonably promptly thereafterindirectly, (i) cause guarantees or otherwise provides direct credit support for any Indebtedness of the Company or any Guarantor, then that newly acquired or created Domestic Subsidiary to will become a Subsidiary Guarantor of the Notes of this Series and execute a supplemental indenture in the form attached hereto as Exhibit F-1 and (ii), if requested by the Trustee, applicable Security Documents and deliver an Opinion opinion of Counsel reasonably counsel satisfactory to the Trustee. Following Trustee within thirty (30) Business Days of the occurrence date on which it was acquired or created or otherwise became obligated under this Section 4.17(b) to become a Guarantor. (c) Any Domestic Subsidiary which after the Closing Date is required to guarantee the Notes pursuant to Section 4.17(b) shall be unconditionally released from such guarantee in the event of an Investment Grade Event Election, with respect to each series the release or discharge of Notes, if the aggregate principal amount guarantee by such Domestic Subsidiary of Indebtedness for Borrowed Money all of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified the Indebtedness of an “Unrestricted Subsidiary” (the Company or any Guarantor Restricted Subsidiary or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness repayment of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified of the Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or which resulted in the equivalent thereof) under obligation to guarantee the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseNotes.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) To the extent any Wholly-Owned one of the Company’s Subsidiaries that is not a Note Guarantor as of the Issue Date Guarantees any Indebtedness of the Company or any Guarantor under any syndicated Credit Facility or Capital Markets Indebtedness as of the Issue Date, the Company shall use commercially reasonable efforts to cause such Subsidiary to execute and deliver to the Trustee a notation of Note Guarantee substantially in the form of Exhibit B hereto (subject to the Agreed Guarantee Principals) or, in the case that such Subsidiary of the Company is a Canadian Note Guarantor, a Canadian Note Guarantee, pursuant to which such Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture and, if applicable, the Canadian Note Guarantee, within 120 days after the Issue Date. Thereafter, such Subsidiary shall be a Note Guarantor for all purposes hereof until such Note Guarantee is released in accordance herewith. (b) If any one of the Company’s Subsidiaries that is not an Excluded Subsidiary becomes an obligor with respect to a Note Guarantor Guarantees any Indebtedness of the Company or any Guarantor under any syndicated Credit Facility or Capital Markets Indebtedness after the Credit AgreementIssue Date, that Subsidiary shall (bi) any Wholly-Owned execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee and a notation of Note Guarantee substantially in the form of Exhibit B hereto or, in the case that such Subsidiary of the Company that is not an Excluded a Canadian Note Guarantor, a Canadian Note Guarantee, pursuant to which such Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates shall unconditionally Guarantee, on a Subsidiary that directly or indirectly owns Capital Stock senior secured basis, all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture and, then the Company or Parent, as if applicable, willthe Canadian Note Guarantee, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by ) deliver to the Trustee, deliver Trustee an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence that such supplemental indenture and notation of an Investment Grade Event Election, with respect to each series of NotesNote Guarantee or, if applicable, Canadian Note Guarantee, has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. Thereafter, such Subsidiary shall be a Note Guarantor for all purposes hereof until such Note Guarantee is released in accordance herewith. Notwithstanding the aggregate principal amount foregoing, the supplemental indenture and notation of Indebtedness for Borrowed Money Note Guarantee may be modified in respect of non-guarantor Subsidiaries that are not Excluded Subsidiaries any Note Guarantor organized outside of the United States of America as necessary or appropriate to (excluding 1) comply with applicable law, (2) avoid any Specified Indebtedness under general legal limitations such as general statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (legal prohibition or regulatory condition, or the equivalent thereof) under the Credit Agreement material risk of personal or Permitted Receivables Financing Subsidiary) that is incurred criminal liability for any officers or issued and outstanding exceeds $2,000.0 million directors (the collectively referred to as “Agreed Guarantee ThresholdPrinciples”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee in each case as determined by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasein its sole discretion.”

Additional Note Guarantees. No Restricted Subsidiary (other than an Excluded Restricted Subsidiary and, following the release or termination of all Guarantees by a Foreign Subsidiary Holdco of any Indebtedness of the Base Indenture shall be amended and restated in Company or its entirety as follows: “Prior to other Subsidiaries other than the occurrence of an Investment Grade Event Election with respect to each series of Notes, if such Foreign Subsidiary Holdco) may, after the date hereof, Guarantee the payment of (a) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary becomes an obligor with respect to Guarantor under any Indebtedness under the Credit Agreement, Facility or (b) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount in excess of $500.0 10.0 million or (c) Parent or any more, unless such Restricted Subsidiary of Parent acquires or creates shall also have executed a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series Note Guarantee and execute a supplemental indenture and (ii), if requested by the Trustee, deliver delivered an Opinion of Counsel and Officers’ Certificate to the Trustee with respect thereto, in accordance with the terms of this Indenture. No Subsidiary Guarantor may consolidate (or, for the avoidance of doubt, amalgamate) with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person (other than the Company), whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation (or amalgamation) or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof2) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence such transaction, no Default or Event of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Default exists. The Note Guarantee shall of a Subsidiary Guarantor will automatically be released released: (1) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of merger, consolidation or otherwise to the extent the Guarantee Threshold would a Person that is not be exceeded (either before or after giving effect to such releasetransaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (2) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.15; (3) upon legal defeasance or covenant defeasance of this Indenture as provided below under Article VIII; or (4) for any Foreign Subsidiary Holdco, concurrently with the release or termination of all Guarantees by such Foreign Subsidiary Holdco of any Indebtedness of the Company or its other Subsidiaries other than the Notes.”

Additional Note Guarantees. Upon consummation of the Base Indenture Combination, the Issuer shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to cause each series of Notes, if Wholly Owned Domestic Subsidiary that incurs (a1) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with Indebtedness (and/or commitments in respect to any Indebtedness thereof) under the Credit Agreement, (b2) Indebtedness (and/or commitments in respect thereof) under any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any syndicated loan or capital markets debt securities in an aggregate principal amount issuance which is equal to or in excess of $500.0 125.0 million in principal amount so long as the Issuer or a Guarantor is the borrower, issuer or a guarantor of the Indebtedness (and/or commitments in respect thereof) or (c3) Parent a guarantee of any Indebtedness (and/or commitments in respect thereof) of the Issuer or a Guarantor described in the preceding clause (1) or (2), to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantees; and (2) deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary; and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms. If, after the Issue Date and the consummation of the Combination, the Issuer or any Subsidiary of Parent Guarantor acquires or creates a another Wholly Owned Domestic Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with incurs (1) any Indebtedness (and/or commitments in respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement Agreement, (2) Indebtedness (and/or commitments in respect thereof) under any syndicated loan or Permitted Receivables Financing Subsidiarycapital markets debt securities issuance which is equal to or in excess of $125.0 million in principal amount so long as the Issuer or a Guarantor is the borrower, issuer or a guarantor of the Indebtedness (and/or commitments in respect thereof) that is incurred or issued and outstanding exceeds $2,000.0 million (3) a guarantee of any Indebtedness (and/or commitments in respect thereof) of the “Guarantee Threshold”Issuer or a Guarantor described in the preceding clause (1) or (2), then Parent the Issuer shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries Restricted Subsidiary to, within 60 days, : (i) execute and deliver to the Trustee (a) a supplemental indenture providing for in form satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a Note Guarantee by such non-guarantor Subsidiaries (each such notation of guarantee in respect of its Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), and (ii) if the Guarantee Threshold would be exceeded immediately after giving effect deliver to the occurrence Trustee one or more Opinions of an Investment Grade Event ElectionCounsel that such supplemental indenture (1) has been duly authorized, then executed and delivered by such Investment Grade Event Election shall be deemed not to have occurred with respect to the release Restricted Subsidiary and (2) constitutes a valid and legally binding obligation of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseRestricted Subsidiary in accordance with its terms.”

Additional Note Guarantees. If, after the date of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notesthis Indenture, if (a) any Wholly-Owned Restricted Subsidiary of the Company Partnership that is not an Excluded Subsidiary already a Guarantor (including San Xxxxx Bay) Guarantees or otherwise becomes an obligor with respect to any other Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of either of the Company Issuers or any Guarantor in excess of the De Minimis Guaranteed Amount, then such Restricted Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that is the preceding shall not an Excluded apply to Subsidiaries of the Partnership that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and that is not an Unrestricted Subsidiary becomes unconditionally released at such time as such Guarantor ceases to Guarantee or otherwise be an obligor with respect to any capital markets debt securities in an aggregate principal amount other Indebtedness of either of the Issuers or any other Guarantor in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of De Minimis Guaranteed Amount. Notwithstanding the foregoing, no Foreign Subsidiary that has Guaranteed (or reasonably promptly thereafter, is otherwise an obligor of) other Indebtedness of either of the Issuers or any Guarantor in excess of the De Minimis Guaranteed Amount shall be required to execute any such supplemental indenture unless such Foreign Subsidiary has Guaranteed (ior is otherwise an obligor of) cause that newly acquired other Indebtedness (including Indebtedness under a Credit Facility) of either of the Issuers or created Subsidiary to become a Guarantor that is not a Foreign Subsidiary in excess of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseDe Minimis Guaranteed Amount.”

Additional Note Guarantees. of If, on any date after the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of NotesIssue Date, if (ai) any Wholly-Owned Restricted Subsidiary of the Company that is not an Excluded already a Subsidiary Guarantor, Guarantees (or otherwise becomes an obligor with respect to any Indebtedness under the Credit Agreement, (bliable for) any Wholly-Owned Obligations under any Credit Facility (including the ABL Facility and Term Loan Facility), or (ii) any Domestic Subsidiary of the Company that is not an Excluded already a Subsidiary and that is not an Unrestricted Subsidiary Guarantor, Guarantees (or otherwise becomes an obligor with respect to liable for) any capital markets debt securities other Indebtedness for borrowed money in an aggregate a principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company50.0 million, then the Company or Parent, as applicable, willthen, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoingsuch date, or reasonably promptly thereafter, (i) cause that newly acquired or created such Subsidiary to will provide a Note Guarantee and concurrently become a Subsidiary Guarantor of the Notes of this Series and execute by executing a supplemental indenture in substantially the form specified in Exhibit E hereto. Each Note Guarantee and the Liens on the Collateral securing a Note Guarantee of a Subsidiary Guarantor will be released automatically at such time as such Subsidiary Guarantor is discharged or otherwise released from all its Obligations in respect of its Guarantee of (iior other liability for) any Obligations under any Credit Facility (including the ABL Facility and the Term Loan Facility) or any other Indebtedness for borrowed money in a principal amount in excess of $50.0 million; provided that such discharge or other release did not result directly from payment by such Subsidiary Guarantor in satisfaction of (a) its liability as a guarantor pursuant to such Guarantee, or (b) its primary liability for such Obligations (after demand or default under such Credit Facility). Furthermore, if requested by each Note Guarantee of a Subsidiary Guarantor shall be subject to release as provided in Section 10.05 hereof. Each Domestic Subsidiary that becomes a Subsidiary Guarantor on or after the TrusteeIssue Date shall, deliver an Opinion at the time it becomes a Subsidiary Guarantor in accordance with the provisions of Counsel reasonably satisfactory the immediately preceding paragraph, become a party to the Trustee. Following applicable Security Documents, the occurrence of an Investment Grade Event ElectionIntercreditor Agreements and, with respect to each series of Notesthe extent required by this Indenture and the Security Documents, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” shall as promptly as practicable (or within the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”time periods set forth in Article XIII hereof, as applicable), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver such security instruments, financing statements, certificates, Officers’ Certificates and Opinions of Counsel (to the extent, and substantially in the form, delivered on the Issue Date) as may be necessary to vest in the Collateral Agent a supplemental indenture providing perfected first- or second-priority security interest, as the case may be (subject to Permitted Liens), in properties and assets that constitute Collateral as security for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (Notes or the equivalent thereof) Note Guarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued Security Documents and outstanding does not exceed the Guarantee Threshold (after giving effect this Indenture, subject to the provision terms of Post-Release Event Note Guarantees pursuant to the Intercreditor Agreements, and thereupon all provisions of this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect Indenture relating to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election Collateral shall be deemed not to have occurred with respect relate to such properties and assets to the release of such Note Guarantees as same extent and with the Company may designate such that the Guarantee Threshold would not be then exceeded same force and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseeffect.”

Additional Note Guarantees. If any one of the Base Indenture Company’s Subsidiaries that is not a Note Guarantor Guarantees any Indebtedness of the Company or any Guarantor under any syndicated Credit Facility or Capital Markets Indebtedness, that Subsidiary shall be amended (i) execute and restated in its entirety as follows: “Prior deliver to the occurrence Trustee a supplemental indenture in form reasonably satisfactory to the Trustee and a notation of an Investment Grade Event Election with respect to each series Note Guarantee substantially in the form of NotesExhibit B hereto or, if (a) any Wholly-Owned in the case that such Subsidiary of the Company that is not an Excluded a Canadian Note Guarantor, a Canadian Note Guarantee, pursuant to which such Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreementshall unconditionally Guarantee, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates on a Subsidiary that directly or indirectly owns Capital Stock senior secured basis, all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture and, then the Company or Parent, as if applicable, willthe Canadian Note Guarantee, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by ) deliver to the Trustee, deliver Trustee an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence that such supplemental indenture and notation of an Investment Grade Event Election, with respect to each series of NotesNote Guarantee or, if applicable, Canadian Note Guarantee, has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. Thereafter, such Subsidiary shall be a Note Guarantor for all purposes hereof until such Note Guarantee is released in accordance herewith. Notwithstanding the aggregate principal amount foregoing, the supplemental indenture and notation of Indebtedness for Borrowed Money Note Guarantee may be modified in respect of non-guarantor Subsidiaries that are not Excluded Subsidiaries any Note Guarantor organized outside the United States of America as necessary or appropriate to (excluding 1) comply with applicable law, (2) avoid any Specified Indebtedness under general legal limitations such as general statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (legal prohibition or regulatory condition, or the equivalent thereof) under the Credit Agreement material risk of personal or Permitted Receivables Financing Subsidiary) that is incurred criminal liability for any officers or issued and outstanding exceeds $2,000.0 million directors (the collectively referred to as “Agreed Guarantee ThresholdPrinciples”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee in each case as determined by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasein its sole discretion.”

Additional Note Guarantees. The Company will cause (x) each of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if Domestic Subsidiaries (a) other than any Wholly-Owned Receivables Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred not a Subsidiary Guarantor and (y) any Domestic Subsidiary that guarantees other Indebtedness of the Issuer or issued and outstanding exceeds $2,000.0 million a Guarantor, other than the Subsidiary Guarantors, to: (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, 1) within 60 days, 30 days execute and deliver a supplemental indenture to this Indenture, the form of which is attached as Exhibit D, providing for a Note Guarantee by such non-guarantor Subsidiaries Domestic Subsidiary and joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary, except that with respect to a guarantee of Indebtedness of the Issuer or any Guarantor: (each a) if the Notes or such Note Guarantor’s Guarantee is subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Domestic Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, a “Post-Release Event Note Guarantee”) any such that the aggregate principal amount guarantee by such Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the payment to such Guarantee Threshold (after giving effect substantially to the provision same extent as such Indebtedness is subordinated to the Notes; and (2) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of Post-Release Event Note Guarantees pursuant to this Section 4.17)reimbursement, indemnity or subrogation or any other rights against the Company or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that (i) this Section 4.17 4.15 shall not be applicable to any Specified Indebtedness guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary of Parent (including any Specified Indebtedness and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. If the Issuer or any of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent Restricted Subsidiaries acquires or creates a Wholly-Owned Restricted Subsidiary that directly or indirectly owns Capital Stock of after the CompanyIssue Date, then the Company such newly acquired or Parent, as applicable, created Wholly-Owned Restricted Subsidiary will, within 20 Business Days after 45 days of the date on which it becomes an obligor was acquired or created: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E, pursuant to which such Wholly-Owned Restricted Subsidiary shall fully and unconditionally guarantee, on a senior secured basis, all of the Issuer’s Obligations under the Notes and this Indenture; (2) execute and deliver to the Collateral Agent joinder agreements or similar agreements with respect to any the applicable Collateral Documents necessary in order to grant to the Collateral Agent for the benefit of the foregoingHolders a perfected first-priority security interest, subject to the Intercreditor Agreement and Permitted Liens, in the assets (other than Excluded Assets) of such Wholly-Owned Restricted Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents, as and when required thereby, and delivering to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Wholly-Owned Restricted Subsidiary, together with undated stock powers or reasonably promptly thereafterother appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, (i) cause that newly acquired or created and all intercompany notes owing from such Wholly-Owned Restricted Subsidiary to become the Issuer or any Guarantor together with instruments of transfer executed and delivered in blank by a Guarantor duly authorized officer of the Notes of this Series Issuer or Guarantor; (3) take such further action and execute a supplemental indenture and deliver such other documents specified in the Indenture Documents to give effect to the foregoing; and (ii), if requested by 4) deliver to the Trustee, deliver Trustee and the Collateral Agent an Opinion of Counsel reasonably satisfactory (subject to customary qualifications and assumptions) that such supplemental indenture and any other documents required to be delivered pursuant to clauses (2) and (3) above have been duly authorized, executed and delivered by such Wholly-Owned Restricted Subsidiary and constitute legally valid and binding and enforceable obligations of such Wholly-Owned Restricted Subsidiary and regarding the perfection of such Liens in the Collateral of such Wholly-Owned Restricted Subsidiary as provided for in this Indenture or the Collateral Documents; provided that any Wholly-Owned Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. Notwithstanding anything to the Trustee. Following contrary, each Domestic Restricted Subsidiary of the occurrence Issuer that, directly or indirectly, guarantees or otherwise provides direct credit support for any Obligations of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-Issuer or any Guarantor or that is a borrower or a guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver become a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to Guarantor in accordance with this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. If (i) the Company or any of its Restricted Subsidiaries shall, after the Base Indenture shall date of this Indenture, transfer or cause to be amended and restated transferred, including by way of any Investment, in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each one or a series of Notestransactions (whether or not related), if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreementassets, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in businesses, divisions, real property or equipment having an aggregate principal amount fair market value (as determined in good faith by the Board of Directors) in excess of $500.0 million 1,000,000 to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000, or (ciii) Parent or any Restricted Subsidiary other than a Foreign Subsidiary shall incur Acquired Indebtedness in excess of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company$1,000,000, then the Company shall, at the time of such transfer, acquisition or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafterincurrence, (i) cause that newly such transferee, acquired Restricted Subsidiary or created Restricted Subsidiary incurring Acquired Indebtedness (if not then a Subsidiary Guarantor) to become execute a Guarantor Note Guarantee of the Obligations of the Company under the Notes of this Series and execute a supplemental indenture in the form set forth in Exhibit E --------- hereto and (ii), if requested by ) deliver to the Trustee, deliver Trustee an Opinion of Counsel Counsel, in form reasonably satisfactory to the Trustee, that such Note Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Indebtedness, subject to customary exceptions for bankruptcy, fraudulent conveyance and equitable principles. Following Notwithstanding the occurrence foregoing, the Company or any of its Restricted Subsidiaries may make an Investment Grade Event Election, in any Wholly Owned Restricted Subsidiary of the Company without compliance with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); 4.20 provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseis otherwise permitted by Section 4.10.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if If (a) the Company or any Wholly-Owned of the Restricted Subsidiaries acquire or create another Subsidiary, (b) Parent acquires or creates another Subsidiary to directly or indirectly own the Equity Interests of the Company, any of the Restricted Subsidiaries or any Other Guarantor, (c) any Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to already a Guarantor guarantees any Indebtedness under Credit Facility, the Credit AgreementTerm Loan Facility, any other Pari Passu Obligation or owns any Vessel, (bd) any Wholly-Owned Subsidiary of Parent or the Company that is not an Excluded Subsidiary and that already a Guarantor is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess the subject of $500.0 million a Contract Winning Trigger or (ce) Parent or any Subsidiary of Parent acquires or creates the Company that is not already a Subsidiary that directly Guarantor becomes an Internal Charterer, after the Issue Date, then Parent or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, : (i1) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and to (A) execute a supplemental indenture and a Note Guarantee pursuant to which it will become a Guarantor, (ii)B) execute amendments to or otherwise accede to or join the Collateral Agreements and cause the same to be perfected pursuant to which it becomes subject to the obligations of a Guarantor thereunder and pledge its assets, if requested by including the TrusteeEquity Interests it owns in any of its Subsidiaries, pursuant to the Collateral Agreements; and (C) execute an amendment to the Registration Rights Agreement to join that agreement in the same way and capacity as the other Guarantors; and (2) deliver an Opinion of Counsel reasonably satisfactory in form to the Trustee. Following , 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 Note 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 (a) is not already a direct or indirect Subsidiary of the Company and (b) does not constitute an Investment Grade Event ElectionOther Guarantor, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause the Equity Interests of such Subsidiary to be transferred to the Company or a Restricted Subsidiary within 20 Business Days of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for such Subsidiary executing a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be as soon as practicable where applicable to any Specified Indebtedness of any Subsidiary that existed at the local law requires additional time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred for compliance with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseapplicable legal requirements.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary The Company shall cause each of the Company its Restricted Subsidiaries that is not an Excluded a Guarantor and that becomes a borrower or guarantor under one or more Debt Facilities or that incurs or Guarantees, on the Issue Date or any time thereafter, any other Indebtedness, which other Indebtedness exceeds $25.0 million in aggregate principal amount, to execute and deliver to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit C hereto, pursuant to which such Restricted Subsidiary becomes an obligor shall, subject to the proviso below and Section 4.15(d), irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture; provided, however, that a Restricted Subsidiary shall not be required to Guarantee the Notes (i) if such Restricted Subsidiary is not a Wholly Owned Subsidiary and the Board of Directors of such Restricted Subsidiary determines in good faith that such Guarantee would be inconsistent with respect to applicable law or (ii) if such Restricted Subsidiary is prohibited from guaranteeing any Indebtedness under pursuant to the Credit Agreement, terms of any Acquired Indebtedness for so long as such Acquired Indebtedness remains outstanding and such Restricted Subsidiary does not Incur any Indebtedness other than Acquired Indebtedness. (b) any Wholly-Owned Subsidiary The obligations of each Guarantor shall be limited to the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal maximum amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision all other contingent and fixed liabilities of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent Guarantor and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release obligations of such other Guarantor under its Note Guarantees as Guarantee or pursuant to its contribution obligations under this Indenture, result in the Company may designate obligations of such that the Guarantor under its Note Guarantee Threshold would not be then exceeded and constituting a fraudulent conveyance or fraudulent transfer under Canadian federal or provincial law or U.S. federal or state law. (iiic) a Post-Release Event Each Note Guarantee shall be released in accordance with the provisions of Section 10.06. (d) Notwithstanding anything to the extent contrary contained in this Indenture, a Note Guarantee provided pursuant to this Section 4.15 by a Restricted Subsidiary that is organized in a jurisdiction located outside of the United States or Canada may be a Limited Guarantee Threshold would not be exceeded after giving effect if the Board of Directors, in consultation with local counsel, makes a reasonable determination that such limitations are required due to legal requirements within such releasejurisdiction.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of If the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a another Domestic Subsidiary that directly on or indirectly owns Capital Stock of after the CompanyIssue Date, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Domestic Subsidiary to must become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following . (b) The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the occurrence payment of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified other Indebtedness of an “Unrestricted Subsidiary” (the Company or the equivalent any Restricted Subsidiary thereof) under the Credit Agreement , other than Foreign Subsidiaries, unless such Restricted Subsidiary is a Guarantor or Permitted Receivables Financing Subsidiary) that is incurred or issued simultaneously executes and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver delivers a supplemental indenture providing for a the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. The form of the Note Guarantee by such non-guarantor Subsidiaries is attached as Exhibit B hereto. (each such Note Guarantee, a “Post-Release Event Note Guarantee”c) such that the aggregate principal amount of Specified Indebtedness A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other non-guarantor Subsidiaries that are not Excluded Subsidiaries than the Company or another Guarantor, unless: (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereofi) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the provision Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized or existing under the laws of Post-Release Event the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under this Indenture, its Note Guarantees Guarantee and the Registration Rights Agreement pursuant to this a supplemental indenture satisfactory to the Trustee; or (B) such sale or other disposition or consolidation or merger complies with Section 4.17); provided that 4.10. (d) The Note Guarantee of a Guarantor will be released: (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection withwith any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, or in contemplation of, if the sale of all such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), Capital Stock of that Guarantor complies with Section 4.10; (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; or (iii) solely in the case of a Note Guarantee Threshold would be exceeded immediately after giving effect created pursuant to the occurrence of an Investment Grade Event ElectionSection 4.20(a), then such Investment Grade Event Election shall be deemed not to have occurred with respect to upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantees Guarantee pursuant to this Section 4.20, except a discharge or release by or as the Company may designate a result of payment under such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseGuarantee.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary The Company will cause Olinda Star no later than five days after the Springing Security Deadline to: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which Olinda Star shall, subject to applicable legal limitations, unconditionally guarantee all of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness Company’s Obligations under the Credit AgreementNotes and this Indenture; (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture has been duly authorized, executed and delivered by Olinda Star and (b) any Wholly-Owned Subsidiary constitutes a valid and legally binding obligation of Olinda Star in accordance with its terms; and (3) execute and deliver to the Collateral Trustee a Grantor Supplement pursuant to which Olinda Star shall, subject to applicable legal limitations, be subject to the terms of the Company that Intercreditor Agreement. (b) Notwithstanding the foregoing, Olinda Star shall not be required to execute any such supplemental indenture if the execution or enforcement of such supplemental indenture and the resultant Guarantee thereunder (A) is not an Excluded Subsidiary and that prohibited by, or in violation of, any applicable law to which Olinda Star is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million subject or (cB) Parent would require a governmental (including regulatory) consent, approval, license or any Subsidiary of Parent acquires authorization; provided that such violation cannot be prevented or creates a Subsidiary that directly such consent, approval, license or indirectly owns Capital Stock of the Company, then the Company or Parentauthorization cannot be obtained, as applicable, willusing commercially reasonable efforts. For the avoidance of doubt, within 20 Business Days after the date on which it becomes an obligor with respect failure by Olinda Star to any satisfy the requirements set forth in clauses (a)(1) and (a)(2) above due to the limitations set forth in this clause (b) will not be deemed to be a breach of the foregoing, Company’s or reasonably promptly thereafter, (i) cause that newly acquired the Olinda Star’s obligations under this Indenture or created Subsidiary to become a Guarantor of the Notes or result in a Default or an Event of Default hereunder. Notwithstanding this Series and execute a supplemental indenture and (iiSection 10.05(b), if requested Olinda Star is no longer prevented by applicable law or by any agreement to which it is a party from guaranteeing the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall Company will promptly cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for Olinda Star to provide a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”in accordance with Section 10.05(a) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasehereof.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If the Company or any Wholly-Owned of its Subsidiaries, acquires or creates another Subsidiary (other than any Foreign Subsidiary) after the date of this Indenture, or Transfers more than $1,000 to any Subsidiary of the Company (other than a Foreign Subsidiary) that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary a Guarantor as of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the CompanyIssue Date, then the Company that newly acquired, created or Parent, as applicable, willcapitalized Domestic Subsidiary must become a Guarantor and shall, within 20 Business Days after 30 days of the date on which it becomes an obligor with respect to any of the foregoingwas acquired, created or reasonably promptly thereafter, capitalized: (i) cause that newly acquired or created Subsidiary execute and deliver to become a Guarantor of the Notes of this Series and execute Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Subsidiary of the Company shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (ii)) take such actions necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of the Holders a perfected security interest in the assets and capital stock of such new Domestic Subsidiary, if subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Trustee, Collateral Agent; (iii) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (iv) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing such supplemental indenture and any Specified Indebtedness other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Subsidiary and constitute legal, valid, binding and enforceable obligations of such Domestic Subsidiary and an “Unrestricted Subsidiary” Opinion of Counsel that complies with the second paragraph of Section 12.02. Thereafter, such Subsidiary of the Company shall be a Guarantor under this Indenture until released in accordance with the terms of this Indenture. (or the equivalent thereofb) Notwithstanding Section 4.16(a), any Guarantee will provide by its terms that it will be automatically and unconditionally released and discharged under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred circumstances described in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseArticle Ten.”

Additional Note Guarantees. If, after the date of this Indenture, (i) the Company or any Restricted Subsidiary of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to Company forms or acquires any U.S. Subsidiary that is a Wholly Owned Restricted Subsidiary of the occurrence of Company (other than an Investment Grade Event Election with respect to each series of NotesExcluded Subsidiary), if (aii) any Wholly-Owned Restricted Subsidiary of the Company that is not a Guarantor guarantees, is an obligor of, or provides credit support for, any Senior Lien Obligation or any Permitted Additional Pari Passu Obligation or (iii) either (x) an Excluded Subsidiary becomes no longer constitutes an obligor with respect Excluded Subsidiary pursuant to any Indebtedness under the Credit Agreementdefinition thereof or (y) the aggregate total assets or total revenues of one or more Immaterial Subsidiaries exceeds the thresholds set forth in the definition thereof, cause such Excluded Subsidiary (in the case of preceding clause (x)) or one or more Excluded Subsidiaries selected by the Company to the extent not otherwise an Excluded Subsidiary (other than by virtue solely of clause (b) any Wholly-of the definition thereof) (in the case of preceding clause (y)) to take the actions specified above in this Section 4.18 on the basis that each such Excluded Subsidiary ceased to be an Excluded Subsidiary hereunder, in each case to the extent that such Excluded Subsidiary is a U.S. Subsidiary and a Wholly Owned Subsidiary of the Company that is Company; provided, however, in the case of preceding clause (y), such actions shall only be required to the extent that, after giving effect to such actions, the aggregate total assets and total revenues of all then remaining Immaterial Subsidiaries do not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities exceed the thresholds set forth in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock the second sentence of the Companydefinition thereof), then the Company or Parent, as applicable, willshall cause such Restricted Subsidiary, within 20 30 Business Days after the date on which it becomes an obligor with respect of such event: (1) execute and deliver to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute Trustee a supplemental indenture in the form attached hereto as Exhibit E pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes on the terms set forth in this Indenture; (2) execute and (ii)deliver all supplements or joinders, if requested as applicable, to the applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted Subsidiary to the same extent as that set forth in this Indenture and the Security Documents and take all actions required by the Trustee, Security Documents to perfect such Lien; and (3) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee and the other documents described in clause (2) above have been duly authorized, executed and delivered by such non-guarantor Subsidiaries (each Restricted Subsidiary and constitute a valid and legally binding and enforceable obligations of such Note GuaranteeRestricted Subsidiary, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect subject to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation ofcustomary exceptions. Thereafter, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election Restricted Subsidiary shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseGuarantor for all purposes.”

Additional Note Guarantees. No Restricted Subsidiary (other than an Excluded Restricted Subsidiary) may, after the date hereof, Guarantee the payment of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded Parent or any Subsidiary becomes an obligor with respect to Guarantor under any Indebtedness under the Credit Agreement, Facility or (b) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded Parent or any Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount in excess of $500.0 10.0 million or (c) Parent or any more, unless such Restricted Subsidiary of Parent acquires or creates shall also have executed a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series Note Guarantee and execute a supplemental indenture and (ii), if requested by the Trustee, deliver delivered an Opinion of Counsel reasonably and Officers’ Certificate to the Trustee with respect thereto, in accordance with the terms of this Indenture. No Subsidiary Guarantor may consolidate (or, for the avoidance of doubt, amalgamate) with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Parent) whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation (or amalgamation) or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee pursuant to a supplemental indenture in form and substance satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof2) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence such transaction, no Default or Event of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Default exists. The Note Guarantee shall of a Subsidiary Guarantor will automatically be released released: (1) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of merger, consolidation or otherwise to the extent the Guarantee Threshold would a Person that is not be exceeded (either before or after giving effect to such releasetransaction) the Parent or a Restricted Subsidiary of the Parent, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary of the Parent as a result of the sale or other disposition; (2) if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.15; or (3) upon legal defeasance or covenant defeasance of this Indenture as provided below under Article VIII.”

Additional Note Guarantees. of (a) If the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election Company acquires or creates another Subsidiary that holds any Drilling Unit or Related Assets with respect to each series of Notes, if (a) any Wholly-Owned Drilling Unit or is party to a Drilling Contract or any existing Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor already a Guarantor holds any Drilling Unit or any Related Assets with respect to any Indebtedness under the Credit AgreementDrilling Unit or becomes party to a Drilling Contract, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a creates, or otherwise holds the Equity Interests in, another Subsidiary that directly or indirectly owns Capital Stock any Equity Interest of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, Guarantor (i) cause that newly acquired or created including any Subsidiary required to become a Guarantor following the Issue Date) or (c) any Subsidiary of Parent that is not already a Guarantor guarantees or pledges any assets to secure the payment of any Indebtedness of Parent, the Company or any Company Subsidiary Guarantor, then Parent and the Company will: (1) cause that Subsidiary to (A) execute a supplemental indenture, in the form of Exhibit D hereto, pursuant to which it will become a Guarantor, (B) in the case of any Subsidiary required to become a Company Subsidiary Guarantor (i) execute and deliver a supplement to the Security Agreement (substantially in the form specified in the Security Agreement), (ii) execute all other Collateral Agreements (or amendments or supplements thereto), including the filing of a Mortgage to the extent such Subsidiary obtains an ownership interest in any Drilling Unit, necessary to ensure that such Subsidiary becomes subject to the obligations of a Guarantor, pledges its assets (including the Equity Interests it owns in any Company Subsidiary Guarantor), assigns its Earnings and any insurance in respect of such Drilling Units and deposits into or forwards all its Earnings to the Earnings Account, in each case, pursuant to and in accordance with the terms of the Collateral Agreements and (iii) take all other steps (including executing and filing any further documents, financing statements, agreements and instruments) required by the Collateral Agreements to ensure that the Noteholder Collateral Agent obtains a first-priority perfected security interest in all such Subsidiary's assets of the type that are Collateral, and (C) in the case of any Subsidiary that pledges any assets to secure payment of any Indebtedness of Parent, the Company or any Company Subsidiary Guarantor, execute collateral agreements to pledge such assets to equally and ratably secure payment of the Notes of this Series or the applicable Note Guarantee and execute a supplemental indenture and cause the same to be perfected; and (ii), if requested by the Trustee, 2) deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee has been duly authorized, executed and delivered by such non-guarantor Subsidiaries (Subsidiary and constitutes a valid and legally binding and enforceable obligation of such Subsidiary, subject to customary exceptions, in each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that case within 20 Business Days of the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (date on which the Subsidiary was acquired or the equivalent thereof) under the Credit Agreement created or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant otherwise becomes subject to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release4.14.”

Additional Note Guarantees. If, after the Issue Date, the Company acquires or creates any Subsidiaries, the Company will cause each of its wholly-owned Restricted Subsidiaries (other than (x) any Foreign Subsidiary, (y) any Restricted Subsidiary that is prohibited by law from guaranteeing the Notes or that would experience material adverse tax consequences as a result of providing a guarantee of the Base Indenture shall be amended and restated Notes (so long as, in its entirety as follows: “Prior to the occurrence case of an Investment Grade Event Election with respect to each series this clause, such Restricted Subsidiary has not provided a guarantee of Notes, if (a) any Wholly-Owned Subsidiary other Debt of the Company or any Guarantor) that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, then a Guarantor and (bz) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, willSubsidiary), within 20 Business Days after of the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly such Subsidiary has been acquired or created created, to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary to shall become a Guarantor of under this Indenture governing the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each Restricted Subsidiary that ranks pari passu with the guarantee of such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) Debt under the Credit Agreement Agreement. Each Note Guarantee by a Guarantor will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or Permitted Receivables Financing Subsidiary) fraudulent transfer or similar laws affecting the rights of creditors generally. The Obligations of any Person that is incurred or issued becomes a Guarantor after the Issue Date will be secured equally and outstanding does not exceed ratably by a second-priority security interest in the Guarantee Threshold (after giving effect Collateral granted to the provision Collateral Agent for the benefit of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness the Holders of any Subsidiary that existed at the time such Person became Notes and the holders of Permitted Additional Pan Passu Obligations. Such Guarantor will enter into a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect joinder agreement to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not applicable Security Documents and take all actions required thereunder to have occurred with respect to perfect the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseliens created thereunder.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) To the extent any Wholly-Owned Subsidiary one of the Company’s Subsidiaries that is not a Note Guarantor as of the Issue Date Guarantees any Indebtedness of the Company or any Guarantor under the Credit Agreement as of the Issue Date, the Company shall use commercially reasonable efforts to cause such Subsidiary to execute and deliver to the Trustee a notation of Note Guarantee substantially in the form of Exhibit C (subject to the Agreed Guarantee Principles), pursuant to which such Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture within 60 days after the Issue Date. Thereafter, such Subsidiary shall be a Note Guarantor for all purposes hereof until such Note Guarantee is released in accordance herewith. (b) If any one of the Company’s Subsidiaries that is not an Excluded Subsidiary becomes an obligor with respect to a Note Guarantor Guarantees any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then Invacare Corporation or any Guarantor under the Company or ParentCredit Agreement after the Issue Date, as applicablethat Subsidiary shall execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D and a notation of Note Guarantee substantially in the form of Exhibit C, willpursuant to which such Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, in each case within 20 Business Days after 60 days of the date on which it becomes an obligor with respect to any of such Subsidiary provided such guarantee. Thereafter, such Subsidiary shall be a Note Guarantor for all purposes hereof until such Note Guarantee is released in accordance herewith. (c) Notwithstanding the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and notation of Note Guarantee may be modified in respect of any Note Guarantor organized outside of the United States of America as necessary or appropriate to (ii)1) comply with applicable law, if requested by (2) avoid any general legal limitations such as general statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the Trusteefiduciary duties of such company’s directors, deliver an Opinion contravention of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Electionany legal prohibition or regulatory condition, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement material risk of personal or Permitted Receivables Financing Subsidiary) that is incurred criminal liability for any officers or issued and outstanding exceeds $2,000.0 million directors (the collectively referred to as “Agreed Guarantee ThresholdPrinciples”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee in each case as determined by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasein its sole discretion.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If, on or after the Issue Date: (1) any Wholly-Owned Subsidiary of the Company Issuer’s Wholly Owned Subsidiaries that is not an Excluded a Domestic Subsidiary becomes an obligor with respect to Incurs or guarantees (x) any Indebtedness under the Credit AgreementABL Debt, (by) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to Third Lien Notes (or any Refinancing Indebtedness thereof) or (z) any loans or capital markets debt securities in an aggregate principal amount Indebtedness in excess of $500.0 50.0 million or (ccollectively, clauses (x), (y) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Companyand (z), then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to “Certain Other Indebtedness”); or (2) any of the foregoingIssuer’s Wholly Owned Subsidiaries that is a Foreign Subsidiary guarantees any Certain Other Indebtedness of the Issuer or any Domestic Subsidiary, or reasonably promptly thereafter, then such Subsidiary (iother than a Subsidiary Guarantor) cause that newly acquired or created Subsidiary to shall become a Guarantor of the Notes of this Series and execute a supplemental indenture and substantially in the form of Exhibit H to hereto within 20 Business Days of such Incurrence or guarantee; provided that Excluded Subsidiaries shall not be Guarantors that provide Note Guarantees. (ii), if requested by b) Each Person that is a Domestic Subsidiary that becomes a Guarantor after the Trustee, deliver an Opinion of Counsel reasonably satisfactory Issue Date shall also become party to the Trustee. Following applicable First Lien Notes Security Documents pursuant to the occurrence terms of an Investment Grade Event Electionthis Indenture and shall as promptly as practicable, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding but in any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries toevent, within 60 days90 days of the acquisition or formation of such entity, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries security instruments, financing statements, mortgages, deeds of trust (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that in substantially the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing same form as those executed and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred delivered with respect to the release Collateral on the Issue Date as may be necessary to vest in the Collateral Agent a perfected first-priority security interest (subject to Permitted Liens and priority Liens with respect to the ABL Collateral in favor of the ABL Collateral Agent)) in properties and assets that constitute Collateral, as security for such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Guarantor’s Note Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the First Lien Notes Security Documents and this Indenture, and thereupon all provision of this Indenture relating to the Collateral shall be released deemed to relate to such properties and assets to the same extent and with the Guarantee Threshold would not same force and effect. (c) Future Guarantees provided by Subsidiaries of the Issuer organized in jurisdictions other than the United States, or any political subdivision thereof, may be exceeded after giving effect Limited Guarantees if the Board of Directors or the senior management thereof, in consultation with local counsel, makes a reasonable determination that such limitations are required due to legal requirements within such releasejurisdiction.”

Additional Note Guarantees. No Restricted Subsidiary (other than an Excluded Restricted Subsidiary and, following the release or termination of all Guarantees by a Foreign Subsidiary Holdco of any Indebtedness of the Base Indenture shall be amended and restated in Company or its entirety as follows: “Prior to other Subsidiaries other than the occurrence of an Investment Grade Event Election with respect to each series of Notes, if such Foreign Subsidiary Holdco) may, after the date hereof, Guarantee the payment of (a) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary becomes an obligor with respect to Guarantor under any Indebtedness under the Credit Agreement, Facility or (b) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount in excess of $500.0 10.0 million or (c) Parent or any more, unless such Restricted Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, shall also execute within 20 Business Days after 60 days following the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become such requirement arose a Guarantor of the Notes of this Series Note Guarantee and execute a supplemental indenture and (ii), if requested by the Trustee, deliver delivered an Opinion of Counsel and Officers’ Certificate to the Trustee with respect thereto, in accordance with the terms of this Indenture. No Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person (other than the Company), whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof2) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence such transaction, no Default or Event of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Default exists. The Note Guarantee shall of a Subsidiary Guarantor will automatically be released released: (1) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of consolidation, merger or otherwise to the extent the Guarantee Threshold would a Person that is not be exceeded (either before or after giving effect to such releasetransaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (2) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor by way of consolidation, merger or otherwise to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.15; (4) upon legal defeasance or covenant defeasance of this Indenture as provided below under Article VIII; or (5) for any Foreign Subsidiary Holdco, concurrently with the release or termination of all Guarantees by such Foreign Subsidiary Holdco of any Indebtedness of the Company or its other Subsidiaries other than the Notes.”

Additional Note Guarantees. If (1) the Issuer or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Base Indenture shall be amended Issue Date and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned such Restricted Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor enters into a Guarantee with respect to any Indebtedness under the Senior Credit AgreementFacilities of the Issuer or any Guarantor, (b2) any Wholly-Owned Restricted Subsidiary that does not Guarantee the Obligations under the Senior Credit Facilities of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor Issuer or any Guarantor as of the Issue Date later enters into a Guarantee with respect to any capital markets debt securities in an aggregate principal amount in excess Indebtedness under the Senior Credit Facilities of $500.0 million the Issuer or any Guarantor or (c3) Parent or any Subsidiary of Parent the Issuer acquires or creates any Domestic Restricted Subsidiary after the Issue Date that is not otherwise required to be a Guarantor and such Domestic Restricted Subsidiary becomes a borrower under the Senior Credit Facilities or any Domestic Restricted Subsidiary that directly or indirectly owns Capital Stock does not Guarantee the Obligations under the Senior Credit Facilities of the CompanyIssuer or any Guarantor as of the Issue Date becomes a borrower under the Senior Credit Facilities, then the Company such Restricted Subsidiary or ParentDomestic Restricted Subsidiary, as applicablethe case may be, will, will within 20 Business Days after sixty (60) days of the date on which it issues or incurs such Indebtedness, enters into such Guarantee or becomes an obligor with respect to any of the foregoingsuch a borrower, or reasonably promptly thereafteras applicable, (i) cause that newly acquired or created Subsidiary execute and deliver to become a Guarantor of the Notes of this Series and execute Trustee a supplemental indenture substantially in the form of Exhibit E pursuant to which such Restricted Subsidiary or Domestic Restricted Subsidiary, as the case may be, will fully and unconditionally Guarantee, on a senior secured basis, all of the Issuer’s Obligations under the Notes and this Indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, Collateral Agent joinder agreements or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred similar agreements with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released applicable Collateral Documents necessary in order to grant to the extent Collateral Agent for the Guarantee Threshold would not be exceeded after giving effect benefit of the Holders a perfected first priority security interest, subject to such release.”the Intercreditor Agreement and Permitted Liens, in the assets (other than Excluded Property) of such

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) If Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a another Subsidiary that directly or indirectly owns Capital Stock of after the CompanyIssue Date, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary will become a Guarantor and execute a supplemental Indenture and deliver an opinion of counsel satisfactory to the Trustee within 10 Business Days of the date on which it was acquired or created; provided that: (1) any Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary; (2) in the event Parent or a Restricted Subsidiary forms or otherwise acquires, directly or indirectly, a Restricted Subsidiary organized under the laws of a jurisdiction other than the United States and such jurisdiction prohibits by law, regulation or order such Restricted Subsidiary from becoming a Guarantor, Parent shall use all commercially reasonable efforts (including pursuing required waivers) over a period up to one year, to have such Subsidiary become a Restricted Subsidiary; provided, however, that Parent shall not be required to use such commercially reasonable efforts with respect to such Restricted Subsidiaries for more than a one-year period or such shorter period as it shall determine in good faith that it has used all commercially reasonable efforts and if Parent or such Restricted Subsidiary is unable during such period to obtain an enforceable Guarantee in such jurisdiction, then such Restricted Subsidiary will not be required to provide a Guarantee of the Notes pursuant to the Note Guarantee so long as such Restricted Subsidiary does not Guarantee any other Indebtedness of Parent and its Restricted Subsidiaries and no Default or Event of Default shall be deemed to exist during the period that Parent uses its commercially reasonable efforts to have such Restricted Subsidiary enter into a Note Guarantee; and (3) neither MagnaChip Korea nor any of its Subsidiaries nor any of the MagnaChip China Subsidiaries will be required to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasecircumstances.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent If Playboy or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary on or after the date of this Indenture, then that newly acquired or created Domestic Restricted Subsidiary shall become a Guarantor, execute a supplemental indenture, become party to such Security Documents and deliver to the Trustee such documents as are reasonably necessary ( as determined pursuant to an Officers' Certificate) to grant to the Trustee (and permit the Trustee to perfect) a Lien on all assets and rights and interests in the property, real or personal, tangible or intangible, of such Person (to the same extent contemplated by the Security Documents in effect on the date of this Indenture) and deliver an Opinion of Counsel to the Trustee, to the effect that the supplemental indenture has been duly authorized, executed and delivered by the Restricted Subsidiary that directly or indirectly owns Capital Stock and constitutes a valid and binding obligation of the CompanyRestricted Subsidiary, then enforceable against the Company or Parent, as applicable, willRestricted Subsidiary in accordance with its terms (subject to customary exceptions), within 20 Business Days after of the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly was acquired or created created. (b) In the event Playboy.com becomes a Wholly Owned Restricted Subsidiary to become a Guarantor after thx xxxx xx xhis Indenture, Playboy.com and each of the Notes of this Series and its Domestic Restricted Subsidiaries shalx xxxxxx x Guarantor, execute a supplemental indenture indenture, become party to such Security Documents and deliver to the Trustee such documents as are reasonably necessary to grant to the Trustee (ii)and permit the Trustee to perfect) a Lien on all assets and rights and interests in the property, if requested real or personal, tangible or intangible, of such Person (to the same extent contemplated by the Trustee, Security Documents in effect on the date of this Indenture) and deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following , to the occurrence effect that the supplemental indenture has been duly authorized, executed and delivered by Playboy.com and each of an Investment Grade Event Electionits Domestic Restricted Subsidiaries and xxxxxxxxxxx a valid and binding obligation of the Restricted Subsidiary, enforceable against the Restricted Subsidiary in accordance with respect its terms (subject to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”customary exceptions), then Parent shall cause such within 20 Business Days of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person date it became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Wholly Owned Restricted Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If the Company or any of its Subsidiaries acquires or creates another Domestic Subsidiary that is a Wholly-Owned Subsidiary after the date of the Company this Indenture that is not an Excluded Subsidiary guarantees or otherwise becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not or any of its Subsidiaries under a Credit Facility, then such Domestic Subsidiary will become a Guarantor and execute a supplemental indenture and deliver an Excluded Opinion of Counsel to the Trustee within 45 Business Days of the date such Domestic Subsidiary and that is not an Unrestricted Subsidiary guarantees or otherwise becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess Indebtedness of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parentany of its Subsidiaries under a Credit Facility; provided that any such Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Captive Insurance Subsidiary or a Securitization Subsidiary, as applicablethe case may be, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, a Captive Insurance Subsidiary or a Securitization Subsidiary, as the case may be. Each Note Guarantee of a Domestic Subsidiary that is a Wholly-Owned Subsidiary will provide by its terms that it will be automatically released under the circumstances described in Article 10. The form of such supplemental indenture is attached as Exhibit E hereto. Beginning on the Fall Away Date and continuing at all times thereafter regardless of any subsequent changes in the ratings of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not 4.15 will permanently cease to be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Notes. (b) The Company may designate elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such that the Guarantee Threshold would Subsidiary shall not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released required to comply with the extent the Guarantee Threshold would not be exceeded after giving effect to such release45 Business Day period described in Section 4.15(a).”

Additional Note Guarantees. No Restricted Subsidiary (other than the Issuer, an Excluded Restricted Subsidiary and, following the release or termination of all Guarantees by a Foreign Subsidiary Holdco of any Indebtedness of Iron Mountain or its other Subsidiaries other than the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if such Foreign Subsidiary Holdco) may, after the date hereof, Guarantee the payment of (a) any Wholly-Owned Indebtedness of Iron Mountain, the Issuer or any Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to Guarantor under any Indebtedness under the Credit Agreement, Facility or (b) any Wholly-Owned Indebtedness of Iron Mountain, the Issuer or any Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount in excess of $500.0 10.0 million or (c) Parent or any more, unless such Restricted Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, shall also execute within 20 Business Days after 60 days following the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become such requirement arose a Guarantor of the Notes of this Series Note Guarantee and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel and Officers’ Certificate to the Trustee with respect thereto, in accordance with the terms of this Indenture. Iron Mountain’s Note Guarantee will not be released under any circumstances. No Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person (other than Iron Mountain or the Issuer), whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof2) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence such transaction, no Default or Event of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Default exists. The Note Guarantee shall of a Subsidiary Guarantor will automatically be released released: (1) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of consolidation, merger or otherwise to the extent the Guarantee Threshold would a Person that is not be exceeded (either before or after giving effect to such releasetransaction) Iron Mountain or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (2) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor by way of consolidation, merger or otherwise to a Person that is not (either before or after giving effect to such transaction) Iron Mountain or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (3) if Iron Mountain designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.15; (4) upon legal defeasance or covenant defeasance of the Notes as provided below under Article VIII; or (5) upon the release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor of the Indebtedness that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to the first paragraph of this covenant); (6) upon the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into Iron Mountain, the Issuer or another Subsidiary Guarantor or upon the liquidation of such Subsidiary Guarantor, in each case, in compliance with the applicable provisions of this Indentures; or (7) for any Foreign Subsidiary Holdco, concurrently with the release or termination of all Guarantees by such Foreign Subsidiary Holdco of any Indebtedness of Iron Mountain or its other Subsidiaries other than the Notes.”

Additional Note Guarantees. The Company will cause each of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Domestic Subsidiaries (excluding other than any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Excluded Subsidiary) that is incurred not a Guarantor and that incurs Indebtedness or issued guarantees Obligations under any Debt Facility of the Company or a Guarantor (including, but not limited to, the ABL Credit Facility and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”Floor Plan Credit Facility), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries in each case on or after the Issue Date, to, : (1) within 60 days, 30 days execute and deliver a supplemental indenture to this Indenture, the form of which is attached as Exhibit D, providing for a Note Guarantee by such non-guarantor Subsidiaries Restricted Subsidiary and joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Guarantor: (each a) if the Notes or such Note Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, the Guarantee under the supplemental indenture shall be subordinated to such Domestic Subsidiary’s guarantee with respect to such Indebtedness substantially to the same extent as the Notes are subordinated to such Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, a “Post-Release Event Note Guarantee”) any such that the aggregate principal amount guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the payment to such Guarantee Threshold (after giving effect substantially to the provision same extent as such Indebtedness is subordinated to the Notes; and (2) waive and not in any manner whatsoever claim or take the benefit or advantage of, any rights of Post-Release Event Note Guarantees pursuant to this Section 4.17)reimbursement, indemnity or subrogation or any other rights against the Company or any of its Restricted Subsidiaries as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that (i) this Section 4.17 4.15 shall not be applicable to any Specified Indebtedness guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary of Parent (including any Specified Indebtedness and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If, after the Issue Date, (x) the Issuer or any Wholly-Owned Restricted Subsidiary of the Company that is not shall acquire or create another Subsidiary (other than an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit AgreementSubsidiary), (by) any Wholly-Owned Unrestricted Subsidiary of the Company that is not designated a Restricted Subsidiary (other than an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million Subsidiary) or (cz) Parent or the Issuer otherwise elects to have any Restricted Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of Guarantor, then, in each such case, the Notes of this Series Issuer shall cause such Restricted Subsidiary to: (1) execute and execute deliver to the Trustee a supplemental indenture in form and (ii), if requested by the Trustee, deliver an Opinion of Counsel substance reasonably satisfactory to the Trustee. Following Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) Issuer’s obligations under the Credit Agreement Notes and this Indenture to the same extent as the Note Guarantees; and (2) deliver to the Trustee one or Permitted Receivables Financing Subsidiarymore Opinions of Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms (provided, that is incurred or issued and outstanding exceeds $2,000.0 million such Opinion of Counsel shall not be given in connection with the execution of the supplemental indenture on the Issue Date). Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (the “Guarantee Threshold”b) Notwithstanding Section 4.16(a), then Parent shall cause such of a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such obligations under its Note Guarantee, a “Post-Release Event Note Guarantee”) such that this Indenture and the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) Registration Rights Agreement under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this circumstances set forth in Section 4.1711.05(a); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of If the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates another Domestic Subsidiary (other than a Subsidiary that directly or indirectly owns Capital Stock Mortgage Loan Borrower) after the date of the Companythis Indenture, then the Company will cause such newly acquired or Parent, as applicable, will, created Domestic Subsidiary to provide a Note Guarantee pursuant to a supplemental indenture in form and substance satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 20 10 Business Days after the date on which it becomes was acquired or created to the effect that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions); provided that any Domestic Subsidiary that constitutes an obligor with respect Immaterial Subsidiary need not become a Guarantor until such time as it ceases to any be an Immaterial Subsidiary. The form of such supplemental indenture is attached as Exhibit F hereto. Notwithstanding the foregoing, or reasonably promptly thereaftereach of the following Subsidiaries of the Company (and each of their Subsidiaries) shall not be required to become a Guarantor, (i) cause that newly acquired or created Subsidiary unless otherwise required to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that 10.11 hereof: (i) this Section 4.17 shall not be applicable to any Specified Indebtedness Great Wolf Lodge of any Subsidiary that existed at the time such Person became Carolinas LLC, a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness)Delaware limited liability company, (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event ElectionGreat Wolf Kansas SPE LLC, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and a Delaware limited liability company, (iii) Great Wolf Traverse SPE LLC, a Post-Release Event Note Guarantee shall be released to Delaware limited liability company, (iv) Great Wolf Lodge of the extent the Guarantee Threshold would not be exceeded after giving effect to such releasePoconos LLC, a Delaware limited liability company, (v) Blue Harbor Resort Sheboygan LLC, a Wisconsin limited liability company, and (vi) Great Wolf Lodge of Chehalis LLC, a Delaware limited liability company.”

Additional Note Guarantees. No Restricted Subsidiary (other than an Excluded Restricted Subsidiary and, following the release or termination of all Guarantees by a Foreign Subsidiary Holdco of any Indebtedness of the Base Indenture shall be amended and restated in Company or its entirety as follows: “Prior to other Subsidiaries other than the occurrence of an Investment Grade Event Election with respect to each series of Notes, if such Foreign Subsidiary Holdco) may, after the date hereof, guarantee the payment of (a) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary becomes an obligor with respect to Guarantor under any Indebtedness under the Credit Agreement, Facility or (b) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded or any Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount in excess of $500.0 10.0 million or (c) Parent or any more, unless such Restricted Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, shall also execute within 20 Business Days after 60 days following the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become such requirement arose a Guarantor of the Notes of this Series Note Guarantee and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel and Officers’ Certificate to the Trustee with respect thereto, in accordance with the terms of this Indenture. No Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person (other than the Company), whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof2) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence such transaction, no Default or Event of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Default exists. The Note Guarantee shall of a Subsidiary Guarantor will automatically be released released: (1) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of consolidation, merger or otherwise to the extent the Guarantee Threshold would a Person that is not be exceeded (either before or after giving effect to such releasetransaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (2) in connection with any sale or other disposition of all or substantially all of the assets of that Subsidiary Guarantor by way of consolidation, merger or otherwise to a Person that is not (either before or after giving effect to such transaction) the Company or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (3) if the Company designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.15; (4) upon legal defeasance or covenant defeasance of the Notes as provided below under Article VIII; or (5) upon the release or discharge of the guarantee by, or direct obligation of, such Subsidiary Guarantor of the Indebtedness that resulted in the creation of such Note Guarantee, except a discharge or release by or as a result of payment under such guarantee or direct obligation (it being understood that a release subject to a contingent reinstatement will constitute a release for the purposes of this provision, and that if any such guarantee is so reinstated, such Note Guarantee shall also be reinstated to the extent that such Subsidiary Guarantor would then be required to provide a Note Guarantee pursuant to the first paragraph of this covenant); (6) upon the merger, amalgamation or consolidation of any Subsidiary Guarantor with and into the Company or another Subsidiary Guarantor or upon the liquidation of such Subsidiary Guarantor, in each case, in compliance with the applicable provisions of this Indenture; or (7) for any Foreign Subsidiary Holdco, concurrently with the release or termination of all guarantees by such Foreign Subsidiary Holdco of any Indebtedness of the Company or its other Subsidiaries other than the Notes.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million a Restricted Subsidiary or (c) Parent if the Issuers or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a Restricted Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, willIssuers shall cause any such Restricted Subsidiary to, within 20 Business Days after of the date on which it becomes an obligor with respect any such Restricted Subsidiary was acquired or created, (a) execute and deliver to any the Trustee a Supplemental Indenture and supplemental Collateral Documents in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on a senior secured basis, all of the foregoingIssuers’ obligations under the Notes, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of this Indenture and the Notes of Collateral Documents on the terms set forth in this Series and execute a supplemental indenture Indenture and (ii), if requested by b) deliver to the Trustee, deliver Trustee an Opinion of Counsel reasonably satisfactory that, subject to customary assumptions and exclusions, such Supplemental Indenture and supplemental Collateral Documents have been duly executed and delivered by such Restricted Subsidiary. Any Restricted Subsidiary that becomes a Guarantor shall remain a Guarantor unless designated an Unrestricted Subsidiary by the TrusteeIssuers in accordance with this Indenture or is otherwise released from its obligations as a Guarantor pursuant to Section 11.06 hereof. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Any Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing executed and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to delivered in accordance with this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election 11.02 shall be deemed not to have occurred with respect to the release secured by a Lien or charge on all Collateral of such Note Guarantees as the Company may designate Guarantor. Any such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released if the Issuers or their Restricted Subsidiaries cease to own any Equity Interests in such Restricted Subsidiary or if such Restricted Subsidiary becomes an Unrestricted Subsidiary in accordance with the extent the Guarantee Threshold would not be exceeded after giving effect terms of this Indenture or is otherwise released from its obligations as a Guarantor pursuant to such releaseSection 11.06 hereof.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of If the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a another Domestic Subsidiary that directly on or indirectly owns Capital Stock of after the CompanyIssue Date, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Domestic Subsidiary to must become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following . (b) The Company shall not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee or pledge any assets to secure the occurrence payment of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified other Indebtedness of an “Unrestricted Subsidiary” (the Company or the equivalent any Restricted Subsidiary thereof) under the Credit Agreement , other than Foreign Subsidiaries, unless such Restricted Subsidiary is a Guarantor or Permitted Receivables Financing Subsidiary) that is incurred or issued simultaneously executes and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver delivers a supplemental indenture providing for a the Guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. The form of the Note Guarantee by such non-guarantor Subsidiaries is attached as Exhibit D hereto. (each such Note Guarantee, a “Post-Release Event Note Guarantee”c) such that the aggregate principal amount of Specified Indebtedness A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other non-guarantor Subsidiaries that are not Excluded Subsidiaries than the Company or another Guarantor, unless: (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereofi) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the provision Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation organized or existing under the laws of Post-Release Event the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under this Indenture, its Note Guarantees Guarantee and the Registration Rights Agreement pursuant to this a supplemental indenture satisfactory to the Trustee; or (B) such sale or other disposition or consolidation or merger complies with Section 4.17); provided that 4.10. (d) The Note Guarantee of a Guarantor will be released: (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection withwith any sale or other disposition of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) an Affiliate of the Company, or in contemplation of, if the sale of all such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), Capital Stock of that Guarantor complies with Section 4.10; (ii) if the Company properly designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary under this Indenture; or (iii) solely in the case of a Note Guarantee Threshold would be exceeded immediately after giving effect created pursuant to the occurrence of an Investment Grade Event ElectionSection 4.20(a), then such Investment Grade Event Election shall be deemed not to have occurred with respect to upon the release or discharge of the Guarantee which resulted in the creation of such Note Guarantees Guarantee pursuant to this Section 4.20, except a discharge or release by or as the Company may designate a result of payment under such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseGuarantee.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if If (a) the Company or any of the Company’s Domestic Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary (and such Subsidiary is a Wholly-Owned Subsidiary of and is neither a Designated Tower Entity, the Company that is not Reinsurance Entity nor an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under Immaterial Subsidiary) after the Credit Agreement, Issue Date or (b) any Wholly-Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to guarantees any capital markets debt securities in an aggregate principal amount in excess Specified Issuer Indebtedness of $500.0 million the Company after the Issue Date or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock Equity Interests of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) will cause that newly acquired or created Domestic Restricted Subsidiary, Restricted Subsidiary, or Subsidiary of Parent to become a Guarantor of the each applicable Series of Notes of this Series and execute a supplemental indenture and (ii)in substantially the form of Exhibit B attached hereto and, if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the TrusteeTrustee within 10 Business Days after the date on which it was acquired or created or guarantees such Specified Issuer Indebtedness, as applicable, or reasonably promptly thereafter. Following Upon or prior to the occurrence consummation of an Investment Grade Event Electionthe Merger on the Closing Date, with respect the Company will cause Parent to become a Guarantor of each series Series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver Notes by executing a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that in substantially the aggregate principal amount form of Specified Indebtedness Exhibit B attached hereto and deliver an Opinion of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect Counsel reasonably satisfactory to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseTrustee.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) Parent and the Company will cause each Domestic Guarantor Subsidiary that Guarantees, on the Issue Date or any Wholly-Owned time thereafter, any Indebtedness of Parent, the Company or any Guarantor to execute and deliver to the Trustee a Note Guarantee, in the form of a supplemental indenture substantially in the form attached as Exhibit C hereto, pursuant to which such Domestic Guarantor Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the Company that is not an Excluded Subsidiary becomes an obligor with principal of, premium, if any, and interest in respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that Notes on a senior secured basis and all other obligations under this Indenture. Notwithstanding the foregoing, in the event (a) a Guarantor (other than Parent) is not an Excluded Subsidiary released and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities discharged in an aggregate principal amount in excess full from all of $500.0 million or its obligations under its guarantees of (c1) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock the ABL Credit Facilities and Additional Obligations and (2) all other Indebtedness of the Company, then Parent and the Company or Restricted Subsidiaries of Parent, and (b) such Guarantor has not Incurred any Indebtedness in reliance on its status as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor under Section 3.02 or such Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary of the Notes of this Series and execute Parent (other than a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereofGuarantor) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”Section 3.02(b), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a the Note Guarantee by of such non-guarantor Subsidiaries Guarantor shall be automatically and unconditionally released or discharged. (b) The obligations of each such Note GuaranteeGuarantor will be limited to the maximum amount as will, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (iABL Credit Facilities and Additional Obligations) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the occurrence obligations of an Investment Grade Event Electionsuch other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, then result in the obligations of such Investment Grade Event Election Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (c) Each Domestic Guarantor Subsidiary that becomes a Guarantor on or after the date of this Indenture shall also become a party to the Collateral Documents and the Intercreditor Agreements and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (each in substantially the same form as those executed and delivered on the Issue Date) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date) as may be necessary to vest in the Collateral Agent a perfected first or second priority security interest, as the case may be, (subject to Permitted Liens) upon all its properties and assets (other than Excluded Property) as security for the Notes or the Note Guarantees and as may be necessary to have such property or asset added to the Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed not to have occurred with respect relate to such properties and assets to the release of same extent and with the same force and effect; provided, however, that if granting such Note Guarantees first or second priority security interest, as the case may be, in any such property or asset requires the consent of a third party, the Company may designate will use commercially reasonable efforts to obtain such consent for the benefit of the Collateral Agent on behalf of the Holders; provided, further, however, that if after the Guarantee Threshold use of commercially reasonable efforts, such third party does not consent, to the first or second priority security interest on an asset or property that would constitute an immaterial portion of the Collateral, such Subsidiary Guarantor will not be then exceeded and (iii) a Post-Release Event Note Guarantee required to provide such security interest. In no event shall the Collateral Agent be released under any obligation or responsibility to the extent the Guarantee Threshold would not be exceeded after giving effect to solicit or obtain any such releaseconsent.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If, after the Issue Date, (a) the Issuer or any Wholly-Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreementshall acquire or create another Domestic Restricted Subsidiary, or (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to is Redesignated a Domestic Restricted Subsidiary, and (in each such case) such Domestic Restricted Subsidiary guarantees any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or Indebtedness under any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the CompanyCredit Facility, then the Company Issuer shall cause such Domestic Restricted Subsidiary to: (1) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or Parentmore opinions of counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Domestic Restricted Subsidiary in accordance with its terms; provided, however, that a Domestic Restricted Subsidiary that owns net assets that have an aggregate fair market value (as applicabledetermined in good faith by the Board of Directors of the Issuer) of less than 5% of the Consolidated Tangible Assets of the Issuer as of the end of the previous fiscal quarter, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of need not become a Guarantor. (b) Notwithstanding the foregoing, if, as of the end of any fiscal quarter, the Domestic Restricted Subsidiaries that are not required to be Guarantors pursuant to clause (a) of this Section 4.20 collectively own net assets that have an aggregate fair market value (as determined in good faith by the Board of Directors of the Issuer) equal to or reasonably greater than 5% of the Issuer’s Consolidated Tangible Assets, then the Issuer shall cause one or more of such non-Guarantor Domestic Restricted Subsidiaries promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor or Guarantors such that after giving effect thereto, the total net assets owned by all such remaining non-Guarantor Domestic Restricted Subsidiaries will have an aggregate fair market value (as determined in good faith by the Board of Directors of the Notes Issuer) of this Series less than 5% of the Consolidated Tangible Assets of the Issuer. Any such Domestic Restricted Subsidiary so designated must become a Guarantor and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion opinion of Counsel reasonably satisfactory counsel to the Trustee. Following Trustee within 15 Business Days of the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasedate on which it was designated.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If any Wholly-Owned direct or indirect Restricted Subsidiary of the Company Parent that is not a Guarantor (other than an Excluded Immaterial Subsidiary or an Issuer) becomes an a guarantor or obligor with in respect of any Triggering Indebtedness, within 60 days of such event the Parent will, subject to any Indebtedness applicable law, cause such Restricted Subsidiary to enter into a supplemental indenture pursuant to which such Subsidiary shall agree to Guarantee the Issuers’ Obligations under the Credit AgreementNotes, (b) fully and unconditionally and on a senior basis, subject to Section 10.02. The Parent also may, at any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates time, cause a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series by executing and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver delivering a supplemental indenture providing for a Note the Guarantee of payment of the Notes by such non-guarantor Subsidiaries Subsidiary on the basis provided in this Indenture. Any such supplemental indenture may be in the form of such supplemental indenture attached as Exhibit E hereto or such other form as agreed between the Issuers, the applicable Guarantor and the Trustee; provided that such supplemental indenture shall include any Applicable Guarantee Limitations (each in addition to any such Note GuaranteeApplicable Guarantee Limitations set forth in Article 10 hereof) to the extent the Issuers have delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, a “Post-Release Event Note Guarantee”) such that no Opinion of Counsel shall be required to be delivered in respect of the aggregate principal amount necessity of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing Applicable Guarantee Limitations and any Specified Indebtedness Opinion of Counsel delivered in connection with such supplemental indenture pursuant to Section 9.05 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations. If any Guarantor becomes an “Immaterial Subsidiary, the Parent shall have the right, by execution and delivery of a supplemental indenture to the Trustee, to cause such Immaterial Subsidiary to cease to be a Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary” (Subsidiary it shall not be so required to become a Guarantor or the equivalent thereof) under execute a supplemental indenture); provided, further, that such Immaterial Subsidiary shall not be permitted to Guarantee the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified other Triggering Indebtedness of any Subsidiary that existed at Guarantor or the time such Person became Issuers, unless it again becomes a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseGuarantor.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to (a) The Company will cause (A) each Springing AssetCo Grantor upon the occurrence of an Investment Grade Event Election (and with respect to Olinda Star, no later than five days after) the Springing Security Deadline and (B) each series Subsidiary, other than a Springing AssetCo Grantor and any Excluded Subsidiary (within 30 days of Notesno longer being an Excluded Subsidiary), if in each case, to: (a1) any Wholly-Owned execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which such Subsidiary Guarantor shall, subject to applicable legal limitations, unconditionally guarantee all of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness Company’s Obligations under the Credit AgreementSecurities and this Indenture; (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary Guarantor and (b) any Wholly-Owned constitutes a valid and legally binding obligation of such Subsidiary Guarantor in accordance with its terms; and (3) execute and deliver to the Collateral Trustee a Grantor Supplement pursuant to which such Subsidiary Guarantor shall, subject to applicable legal limitations, be subject to the terms of the Company that Intercreditor Agreement. (b) Notwithstanding the foregoing, such Subsidiary Guarantor shall not be required to execute any such supplemental indenture if the execution or enforcement of such supplemental indenture and the resultant Guarantee thereunder (A) is not an Excluded prohibited by, or in violation of, any applicable law to which such Subsidiary and that Guarantor is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million subject or (cB) Parent would require a governmental (including regulatory) consent, approval, license or any Subsidiary of Parent acquires authorization; provided that such violation cannot be prevented or creates a Subsidiary that directly such consent, approval, license or indirectly owns Capital Stock of the Company, then the Company or Parentauthorization cannot be obtained, as applicable, willusing commercially reasonable efforts. For the avoidance of doubt, within 20 Business Days after the date on which it becomes an obligor with respect failure by any Subsidiary Guarantor to any satisfy the requirements set forth in clauses (a)(1) and (a)(2) above due to the limitations set forth in this clause (b) will not be deemed to be a breach of the foregoing, Company’s or reasonably promptly thereafter, (i) cause that newly acquired the Subsidiary Guarantors’ obligations under this Indenture or created Subsidiary to become the Securities or result in a Guarantor Default or an Event of the Notes of Default hereunder. Notwithstanding this Series and execute a supplemental indenture and (iiSection 10.05(b), if requested a Subsidiary Guarantor otherwise required to provide a Guarantee of the Securities is no longer prevented by applicable law or by any agreement to which it is a party from guaranteeing the TrusteeSecurities, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall Company will promptly cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for Subsidiary Guarantor to provide a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”in accordance with Section 10.05(a) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasehereof.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) The Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parentshall cause, as applicablesoon as is reasonably practicable after the Issue Date and in any event on or prior to the earlier of December 31, will, within 20 Business Days 2017 and the date falling 60 days after the earlier of (i) the date on which it becomes an obligor the Spanish Hydro-electric Sale is completed and (ii) the date on which the Spanish Hydro-electric Sale is terminated, either (x) NewCo (in the event that the Spanish Hydro-electric Sale is completed) or (y) FerroAtlántica, S.A. (in the event that the Spanish Hydro-electric Sale is terminated) to execute and deliver 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 respect all other Indebtedness of such Restricted Subsidiary. (b) Notwithstanding anything to any the contrary in this Section 4.08, no Restricted Subsidiary shall (x) Guarantee the Indebtedness outstanding under the Secured (c) Note Guarantees shall be released as set forth under Section 10.06. In addition, a Note Guarantee of a future Guarantor may also be released at the option of the foregoing, or reasonably promptly thereafter, Parent if at the date of such release either (i) cause that newly acquired there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture if such Guarantor had not been designated as a Guarantor, or created Subsidiary to become (ii) there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture as at the date of such release if such Guarantor were not designated as a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if as at that date. The Trustee shall take all necessary actions requested by the Trustee, deliver an Opinion Parent to effectuate any release of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guaranteein accordance with these provisions, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing subject to customary protections and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseindemnifications.”

Additional Note Guarantees. of If, on any date after the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of NotesIssue Date, if (ai) any Wholly-Owned Restricted Subsidiary of the Company that is not an Excluded already a Subsidiary Guarantor, Guarantees (or otherwise becomes an obligor with respect to any Indebtedness under the Credit Agreement, (bliable for) any Wholly-Owned Obligations under any Credit Facility (including the ABL Facility), or (ii) any Domestic Subsidiary of the Company that is not an Excluded already a Subsidiary and that is not an Unrestricted Subsidiary Guarantor, Guarantees (or otherwise becomes an obligor with respect to liable for) any capital markets debt securities other Indebtedness for borrowed money (including the Existing Senior Notes) in an aggregate a principal amount in excess of the greater of $500.0 10.0 million or (c) Parent or any Subsidiary and 0.15% of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock the Total Assets of the Company, then the Company or Parent, as applicable, willthen, within 20 Business Days after such date, such Subsidiary will unconditionally Guarantee the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to Notes and concurrently become a Subsidiary Guarantor of the Notes of this Series and execute by executing a supplemental indenture in substantially the form specified in Exhibit F hereto. Each Note Guarantee and the Liens on the Collateral securing a Note Guarantee of a Subsidiary Guarantor will be released automatically at such time as such Subsidiary Guarantor is discharged or otherwise released from all its Obligations in respect of its Guarantee of (iior other liability for) any Obligations under any Credit Facility (including the ABL Facility) or any other Indebtedness for borrowed money (including the Existing Senior Notes) in a principal amount in excess of the greater of $10.0 million and 0.15% of the Total Assets of the Company; provided that such discharge or other release did not result directly from payment by such Subsidiary Guarantor in satisfaction of (a) its liability as a guarantor pursuant to such Guarantee, or (b) its primary liability for such Obligations (after demand or default under such Credit Facility or the Existing Senior Notes). Furthermore, if requested by each Note Guarantee of a Subsidiary Guarantor shall be subject to release as provided in Section 10.05 hereof. Each Domestic Subsidiary that becomes a Subsidiary Guarantor on or after the TrusteeIssue Date shall, deliver an Opinion at the time it becomes a Subsidiary Guarantor in accordance with the provisions of Counsel reasonably satisfactory the immediately preceding paragraph, become a party to the Trustee. Following applicable Security Documents, the occurrence of an Investment Grade Event ElectionABL Intercreditor Agreement and, with respect to each series of Notesthe extent required by this Indenture and the Security Documents, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” shall as promptly as practicable (or within the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”time periods set forth in Article XIII hereof, as applicable), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver such security instruments, financing statements, certificates, Officers’ Certificates and Opinions of Counsel (to the extent, and substantially in the form, delivered on the Issue Date) as may be necessary to vest in the Collateral Agent a supplemental indenture providing perfected first- or second-priority security interest, as the case may be (subject to Permitted Liens), in properties and assets that constitute Collateral as security for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (Notes or the equivalent thereof) Note Guarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued Security Documents and outstanding does not exceed the Guarantee Threshold (after giving effect this Indenture, subject to the provision terms of Post-Release Event Note Guarantees pursuant to the ABL Intercreditor Agreement, and thereupon all provisions of this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect Indenture relating to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election Collateral shall be deemed not to have occurred with respect relate to such properties and assets to the release of such Note Guarantees as same extent and with the Company may designate such that the Guarantee Threshold would not be then exceeded same force and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseeffect.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) The Company shall cause each Restricted Subsidiary (other than the Issuer) that, after the Issue Date, guarantees any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded Subsidiary Company, the Issuer or any Guarantor, or assumes or in any other manner becomes an obligor liable with respect to any Indebtedness under the New Revolving Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent Facility or any Subsidiary of Parent acquires refinancing Indebtedness in respect thereof, to simultaneously or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, prior thereto execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s Note Guarantee on the same terms and conditions as those set forth in this Indenture. In addition, the Company shall cause each Restricted Subsidiary (other than the Issuer, an Immaterial Subsidiary or a Permitted Purchase Obligations SPV) to execute and deliver a supplemental indenture substantially in the form of Exhibit D or other appropriate agreement providing for such Restricted Subsidiary’s guarantee of the Notes on the same terms and conditions as those set forth in this Indenture, within 30 days of delivery of the Company’s or MFG’s audited consolidated annual reports to the Trustee pursuant to Section 4.03 that show that such Restricted Subsidiary is not an Immaterial Subsidiary or a Permitted Purchase Obligations SPV (each such additional guarantee of the Notes, an “Additional Note Guarantee”). (b) Notwithstanding the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that the grant of such Note Guarantee would be inconsistent with the Agreed Security Principles. (c) Notwithstanding the foregoing, the Company shall not be obligated to cause any such Restricted Subsidiary to guarantee the Notes to the extent that such Guarantee by such non-guarantor Subsidiaries (each such Note GuaranteeRestricted Subsidiary would reasonably be expected to give rise to or result in a violation of applicable law which, a “Post-Release Event Note Guarantee”) such that in any case, cannot be prevented or otherwise avoided through measures reasonably available to the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (Company or the equivalent thereof) under Restricted Subsidiary or any liability for the Credit Agreement officers, directors or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release shareholders of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseRestricted Subsidiary.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If, after the Issue Date, (a) the Issuer or any Wholly-Owned Restricted Subsidiary of the Company shall acquire or create a Domestic Subsidiary that is not an Excluded Subsidiary becomes an obligor with respect to guarantees any Indebtedness or other Obligation under the Credit AgreementAgreement (other than a Subsidiary that has been designated an Unrestricted Subsidiary), (b) any Wholly-Owned Unrestricted Subsidiary of the Company that is not an Excluded a Domestic Subsidiary and that guarantees any Indebtedness or other Obligation under the Credit Agreement is not an Unrestricted redesignated a Restricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary if the proviso in the definition of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect "Domestic Subsidiary" shall cease to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to apply whereupon Morpheus Acquisition LLC shall become a Guarantor of Domestic Subsidiary, then, in each such case, the Notes of this Series Issuer shall cause such Restricted Subsidiary to: (1) execute and execute deliver to the Trustee (a) a supplemental indenture in form and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably substance satisfactory to the Trustee. Following Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) Issuer's obligations under the Credit Agreement Notes and this Indenture and (b) a notation of guarantee in respect of its Note Guarantee; and (2) deliver to the Trustee one or Permitted Receivables Financing Subsidiarymore opinions of counsel that such supplemental indenture (a) that is incurred or issued has been duly authorized, executed and outstanding exceeds $2,000.0 million delivered by such Restricted Subsidiary and (the “Guarantee Threshold”b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (b) Notwithstanding Section 4.14(a), then Parent shall cause such of a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such obligations under its Note Guarantee, a “Post-Release Event Note Guarantee”) such that this Indenture and the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) Registration Rights Agreement under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed circumstances set forth in Section 11.05. The form of the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”is attached hereto as EXHIBIT E.

Additional Note Guarantees. The Parent Guarantor shall not permit any of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if Restricted Subsidiaries (aother than any Securitization Subsidiary or Foreign Subsidiary) any Wholly-that is a Wholly Owned Subsidiary of the Company (and any Domestic Subsidiary that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Whollya non-Wholly Owned Subsidiary of the Company that is not an Excluded if such non-Wholly Owned Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any guarantees other capital markets debt securities in an aggregate principal amount in excess of $500.0 million the Issuer or (c) Parent a Guarantor), other than the Issuer or the Subsidiary Guarantors, to guarantee the payment of any Debt of the Issuer or any other Guarantor incurred under any Credit Facility or other capital markets debt securities unless: (1) such Restricted Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series 30 days executes and execute delivers a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture this Indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each Restricted Subsidiary, except that with respect to a guarantee of Debt of the Issuer or any Guarantor, if such Debt is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, a “Post-Release Event any such Note Guarantee”Guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Note Guarantee substantially to the same extent as such Debt is subordinated to the Notes; and (2) such that Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the aggregate principal amount benefit or advantage of, any rights of Specified Indebtedness reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as a result of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness payment by such Restricted Subsidiary under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17)its Guarantee; provided that (i) this Section 4.17 4.12 shall not be applicable to any Specified Indebtedness Note Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary of Parent (including any Specified Indebtedness and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note . Each Guarantee shall be released in accordance with the provisions of Section 10.10. Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date will also become a party to the Security Documents and the Intercreditor Agreement and will within 30 days of guaranteeing the payment of any Debt of the Issuer or any other Guarantor incurred under any Credit Facility or other capital markets debt securities execute and deliver such security instruments, financing statements and certificates and opinions of counsel as may be necessary to vest in the Notes Collateral Agent a first-priority security interest (subject to Permitted Liens), in each case, in the manner and to the extent set forth in the Guarantee Threshold would not Security Documents and this Indenture in properties and assets of the type constituting Collateral as security for the Notes or the Note Guarantees, and thereupon all provisions of this Indenture relating to the Collateral shall be exceeded after giving effect deemed to relate to such releaseproperties and assets to the same extent and with the same force and effect.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million a Restricted Subsidiary or (c) Parent if the Issuers or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a Restricted Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, willIssuers shall cause any such Restricted Subsidiary to, within 20 Business Days after of the date on which it becomes an obligor with respect to any of the foregoing, such Restricted Subsidiary was acquired or reasonably promptly thereaftercreated, (ia) cause that newly acquired or created Subsidiary execute and deliver to become a Guarantor of the Notes of this Series and execute Trustee a supplemental indenture and supplemental Collateral Documents in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on a senior secured basis, all of the Issuers’ obligations under the Notes, this Indenture and the Collateral Documents on the terms set forth in this Indenture and (ii), if requested by b) deliver to the Trustee, deliver Trustee an Opinion of Counsel reasonably satisfactory that, subject to the Trustee. Following the occurrence of an Investment Grade Event Electioncustomary assumptions and exclusions, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for and supplemental Collateral Documents have been duly executed and delivered by such Restricted Subsidiary. Any Restricted Subsidiary that becomes a Guarantor shall remain a Guarantor unless designated an Unrestricted Subsidiary by the Issuers in accordance with this Indenture or is otherwise released from its obligations as a Guarantor pursuant to Section 11.06 hereof. Any Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing executed and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to delivered in accordance with this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election 11.02 shall be deemed not to have occurred with respect to the release secured by a Lien or charge on all Collateral of such Note Guarantees as the Company may designate Guarantor. Any such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released if the Issuers or their Restricted Subsidiaries cease to own any Equity Interests in such Restricted Subsidiary or if such Restricted Subsidiary becomes an Unrestricted Subsidiary in accordance with the extent the Guarantee Threshold would not be exceeded after giving effect terms of this Indenture or is otherwise released from its obligations as a Guarantor pursuant to such releaseSection 11.06 hereof.”

Additional Note Guarantees. The Company will cause any Person (other than the Issuers) with a Capitalization of at least $10,000 that becomes a Restricted Subsidiary (including upon a Revocation of the Base Designation of a Subsidiary as an Unrestricted Subsidiary) after October 2, 2009 (an “Additional Note Subsidiary Guarantor”) to grant a guarantee (an “Additional Note Subsidiary Guarantee”) of the Guaranteed Obligations under this Indenture shall be amended and restated in its entirety as follows: “Prior the Notes to the occurrence same extent that the Subsidiary Note Guarantors have guaranteed the Guaranteed Obligations under this Indenture and the Notes by executing a Supplemental Indenture substantially in the form of Exhibit E and providing the Trustee with an Investment Grade Event Election with respect Officers’ Certificate and Opinion on Counsel; provided, that there may be excluded as Subsidiary Note Guarantors: (i) Restricted Subsidiaries of the Company not excluded pursuant to each series (ii) or (iii) of Notesthis proviso, if whether existing on October 2, 2009 or which become Restricted Subsidiaries thereafter, that do not together constitute Material Restricted Subsidiaries, (aii) any Wholly-Owned Foreign Restricted Subsidiary in the event that the provision of a Subsidiary Note Guarantee by such Foreign Restricted Subsidiary would result in a material adverse tax consequence to the Company or any of its Subsidiaries and (iii) any Receivables Subsidiary; and provided further that if, other than in connection with the creation or acquisition of a Restricted Subsidiary, clause (i) of the foregoing proviso fails to be satisfied as of the end of any fiscal quarter, the Company will cause one or more of its Restricted Subsidiaries that are not Subsidiary Note Guarantors to become Subsidiary Note Guarantors in accordance with the foregoing such that the Restricted Subsidiaries of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Subsidiary Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all Guarantors other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees than pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), clause (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and or (iii) of the above proviso do not constitute in the aggregate a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseMaterial Restricted Subsidiary.”

Additional Note Guarantees. No Restricted Subsidiary (other than an Excluded Restricted Subsidiary and, following the release or termination of all Guarantees by a Foreign Subsidiary Holdco of any Indebtedness of the Base Indenture shall be amended and restated in Parent or its entirety as follows: “Prior to other Subsidiaries other than the occurrence of an Investment Grade Event Election with respect to each series of Notes, if such Foreign Subsidiary Holdco) may, after the date hereof, Guarantee the payment of (a) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded Parent or any Subsidiary becomes an obligor with respect to Guarantor under any Indebtedness under the Credit Agreement, Facility or (b) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded Parent or any Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount in excess of $500.0 10.0 million or (c) Parent or any more, unless such Restricted Subsidiary of Parent acquires or creates shall also have executed a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series Note Guarantee and execute a supplemental indenture and (ii), if requested by the Trustee, deliver delivered an Opinion of Counsel and Officers’ Certificate to the Trustee with respect thereto, in accordance with the terms of this Indenture. No Subsidiary Guarantor may consolidate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person (other than the Parent), whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof2) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence such transaction, no Default or Event of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Default exists. The Note Guarantee shall of a Subsidiary Guarantor will automatically be released released: (1) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of consolidation, merger or otherwise to the extent the Guarantee Threshold would a Person that is not be exceeded (either before or after giving effect to such releasetransaction) the Parent or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (2) if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.15; (3) upon legal defeasance or covenant defeasance of this Indenture as provided below under Article VIII; or (4) for any Foreign Subsidiary Holdco, concurrently with the release or termination of all Guarantees by such Foreign Subsidiary Holdco of any Indebtedness of the Parent or its other Subsidiaries other than the Notes.”

Additional Note Guarantees. The Company will cause any Person (other than the Issuers) with a Capitalization of at least $10,000 that becomes a Restricted Subsidiary (including upon a Revocation of the Base Designation of a Subsidiary as an Unrestricted Subsidiary) after the Issue Date (an “Additional Note Subsidiary Guarantor”) to grant a guarantee (an “Additional Note Subsidiary Guarantee”) of the Guaranteed Obligations under this Indenture shall be amended and restated in its entirety as follows: “Prior the Notes to the occurrence same extent that the Subsidiary Note Guarantors have guaranteed the Guaranteed Obligations under this Indenture and the Notes by executing a Supplemental Indenture substantially in the form of Exhibit E and providing the Trustee with an Investment Grade Event Election with respect to each series Officer’s Certificate and Opinion on Counsel; provided, that there may be excluded as Subsidiary Note Guarantors: (i) Restricted Subsidiaries of Notesthe Company, if (aii) or (iii) of this proviso, whether existing on the Issue Date or which become Restricted Subsidiaries thereafter, that do not together constitute Material Restricted Subsidiaries, (ii) any Wholly-Owned Foreign Restricted Subsidiary in the event that the provision of a Subsidiary Note Guarantee by such Foreign Restricted Subsidiary would result in a material adverse tax consequence to the Company or any of its Subsidiaries and (iii) any Receivables Subsidiary; and provided further that if, other than in connection with the creation or acquisition of a Restricted Subsidiary, clause (i) of the foregoing proviso fails to be satisfied as of the end of any fiscal quarter, the Company will cause one or more of its Restricted Subsidiaries that are not Subsidiary Note Guarantors to become Subsidiary Note Guarantors in accordance with the foregoing such that the Restricted Subsidiaries of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Subsidiary Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all Guarantors other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees than pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), clause (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and or (iii) of the above proviso do not constitute in the aggregate a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseMaterial Restricted Subsidiary.”

Additional Note Guarantees. The Stage I Issuer will cause (i) each of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Restricted Subsidiaries (other than (x) any Foreign Subsidiary and (y) any Restricted Subsidiary that is prohibited by law from guaranteeing the Stage I Notes or that would experience adverse regulatory consequences as a result of providing a guarantee of the Company that is Stage I Notes (so long as, in the case of this clause (y), such Restricted Subsidiary has not an Excluded Subsidiary becomes an obligor with respect to provided a guarantee of any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary other Debt of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million Stage I Issuer or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (iGuarantors)) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii)) any other Restricted Subsidiary that is a guarantor or co-borrower under any Credit Facility to guarantee the Stage I Notes and the Stage I Issuer’s other obligations under this Indenture within thirty (30) days of becoming a Restricted Subsidiary. Subject to Section 4.19, if requested such Guarantor will within thirty (30) days of becoming such Restricted Subsidiary enter into a joinder agreement to the applicable Security Documents or new Security Documents defining the terms of the security interests that secure payment and performance when due of the Stage I Notes and take all actions advisable in the opinion of the Stage I Issuer, as set forth in an Officers’ Certificate accompanied by an Opinion of Counsel to the Stage I Issuer to cause the Liens created by the TrusteeSecurity Documents to be duly perfected to the extent required by such documents in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or formation of the Stage I Issuer and the Guarantors. The Stage I Issuer shall also deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence Stage I Trustee which shall include enforceability of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to and the provision of Post-Release Event opinions set forth in Section 12.3. The Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall will be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseas set forth in Article XI.”

Additional Note Guarantees. of If, after the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of NotesIssue Date, if (a) the Issuer or any Wholly-Owned Restricted Subsidiary of the Company shall acquire or create another Domestic Subsidiary (other than a Subsidiary that is not has been Designated an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, Unrestricted Subsidiary) or (b) any Wholly-Owned Unrestricted Subsidiary of the Company that is not an Excluded a Domestic Subsidiary is Redesignated a Restricted Subsidiary, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and that is not an Unrestricted Subsidiary becomes an obligor with respect deliver to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or the Trustee (ca) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture in form and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably substance satisfactory to the Trustee. Following Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) Issuer's obligations under the Credit Agreement or Permitted Receivables Financing SubsidiaryNotes and this Indenture and (b) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such a notation of guarantee in respect of its non-guarantor Subsidiaries Note Guarantee; and (2) deliver to the Trustee one or more Opinions of Counsel that are not Excluded Subsidiaries to, within 60 days, execute and deliver a such supplemental indenture providing for (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms. The obligations of each Guarantor under its Note Guarantee by such non-guarantor Subsidiaries (each such Note Guaranteewill be limited to the maximum amount as will, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the provision of Post-Release Event Note Guarantees pursuant to this Proposed Credit Facility permitted under Section 4.17); provided that (i4.06) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the occurrence obligations of an Investment Grade Event Electionsuch other Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on Adjusted Net Assets of each Guarantor. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Equity Interest of any Guarantor then held by the Issuer and the Restricted Subsidiaries, then such Investment Grade Event Election shall that Guarantor will be deemed not to have occurred with respect to released and relieved of any obligations under its Note Guarantee; provided that the release Net Available Proceeds of such Note Guarantees as sale or other disposition are applied in accordance with the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released applicable provisions of this Indenture, to the extent required thereby. Any Guarantor that is Designated as an Unrestricted Subsidiary or that otherwise ceases to be a Guarantor, in each case in accordance with the provisions of the Indenture, will be released from its Note Guarantee Threshold would not upon effectiveness of such Designation or when it first ceases to be exceeded after giving effect to such releasea Restricted Subsidiary, as the case may be.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series Series of Notes, if (a) any Wholly-Owned Subsidiary of the Company Issuer that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company Issuer that is not an Excluded Subsidiary and that is not an “Unrestricted Subsidiary Subsidiary” (or the equivalent thereof) under the Credit Agreement becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the CompanyIssuer, then the Company Issuer or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary (A) to become a Guarantor of the each applicable Series of Notes of this Series and execute a supplemental indenture in substantially the form of Exhibit A attached hereto and (B) to execute joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to grant a first-priority Lien on its property and assets, other than Excluded Assets and subject to Permitted Liens, for the benefit of the Holders and the Trustee and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following After the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture to this Indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17the foregoing); provided that (i) this Section 4.17 covenant shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company Issuer may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to Until the occurrence of an Investment Grade Event Election with respect to each series of Notesa Collateral Release Event, if (a) any Wholly-Owned direct or indirect Subsidiary of the Company Parent that is not a Guarantor (other than an Excluded Subsidiary or the Issuer) becomes an a guarantor or obligor with in respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess Senior Secured Credit Facilities, within 60 days of $500.0 million or (c) such event the Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after subject to applicable law and the date on which it becomes an obligor with respect Agreed Guarantee and Security Principles, cause such Subsidiary to any of the foregoing, or reasonably promptly thereafter, enter into (i) a supplemental indenture pursuant to which such Subsidiary shall agree to Guarantee the Issuer’s Obligations under the Notes, fully and unconditionally and on a senior secured basis and (ii) supplements or joinders to the Collateral Documents or new Collateral Documents together with any other filings, actions and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders of the Notes in the Collateral of such Subsidiary subject to the Agreed Guarantee and Security Principles. The Parent also may, at any time, cause that newly acquired or created a Subsidiary to become a Guarantor of the Notes of this Series by executing and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver delivering a supplemental indenture providing for a Note the Guarantee of payment of the Notes by such non-guarantor Subsidiaries (each Subsidiary on the basis provided in the Indenture. Any such Note Guaranteesupplemental indenture may be in the form of such supplemental indenture attached as Exhibit D hereto or such other form as agreed between the Issuer, the applicable Guarantor and the Trustee. If any Guarantor becomes an Excluded Subsidiary, the Parent shall have the right, by execution and delivery of a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect supplemental indenture to the provision of Post-Release Event Note Guarantees Trustee, to cause such Excluded Subsidiary to cease to be a Guarantor, subject to the requirement described in the first paragraph above that such Subsidiary shall be required to become a Guarantor if it ceases to be an Excluded Subsidiary; provided, further, that such Excluded Subsidiary that ceased to be a Guarantor pursuant to this Section 4.17); provided that (i) this Section 4.17 the foregoing shall not be applicable permitted to any Specified Indebtedness of any Subsidiary that existed at Guarantee the time such Person became Senior Secured Credit Facilities, unless it again becomes a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseGuarantor.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) [Reserved]. (b) Notwithstanding anything to the contrary in this Section 4.08, no Restricted Subsidiary shall (x) Guarantee the Indebtedness outstanding under any Wholly-Owned Subsidiary ABL Facility, any Credit Facility replacing or refinancing any ABL Facility or any other Credit Facility or Public Debt, in each case of the Company Issuer or a Guarantor, or (y) Incur Indebtedness exceeding $10.0 million pursuant to Section 4.01(b)(i) and 4.01(b)(xi) or any Refinancing Indebtedness in respect thereof exceeding $10.0 million unless such Restricted Subsidiary is or becomes a Guarantor (or is the Issuer) on the date on which the Guarantee or such Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee or Indebtedness described in clauses (x) or (y) of this Section 4.08(b), respectively; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Note Guarantee could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is not an Excluded a partnership) shareholders of such Restricted Subsidiary becomes an obligor (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Indebtedness under Taxes) other than reasonable out of pocket expenses. At the Credit Agreement, (b) any Wholly-Owned Subsidiary option of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect Parent, any Note Guarantee may contain limitations on Guarantor liability to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or the extent reasonably necessary. (c) Parent or any Subsidiary Note Guarantees shall be released as set forth under Section 10.06. In addition, a Note Guarantee of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock future Guarantor may also be released at the option of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after Parent if at the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, such release either (i) cause that newly acquired there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture if such Guarantor had not been designated as a Guarantor, or created Subsidiary to become (ii) there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture as at the date of such release if such Guarantor were not designated as a Guarantor as at that date. The Trustee and the Security Agent shall take all necessary actions, including the granting of releases or waivers under the Notes of this Series and execute a supplemental indenture and (ii)Intercreditor Agreement or any Additional Intercreditor Agreement, if requested by the Trustee, deliver an Opinion Parent to effectuate any release of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guaranteein accordance with these provisions, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing subject to customary protections and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseindemnifications.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if If (a) the Company or any Wholly-Owned of the Restricted Subsidiaries acquire or create another Subsidiary, (b) Parent acquires or creates another Subsidiary to directly or indirectly own the Equity Interests of the Company, any of the Restricted Subsidiaries or any Other Guarantor, (c) any Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to already a Guarantor guarantees any Indebtedness under Credit Facility, the Credit AgreementTerm Loan Facility, the Second Term Loan Facility or any other Pari Passu Obligation or owns any Vessel, (bd) any Wholly-Owned Subsidiary of Parent or the Company that is not an Excluded Subsidiary and that already a Guarantor is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess the subject of $500.0 million a Contract Winning Trigger or (ce) Parent or any Subsidiary of Parent acquires or creates the Company that is not already a Subsidiary that directly Guarantor becomes an Internal Charterer, after the Issue Date, then Parent or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, : (i1) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and to (A) execute a supplemental indenture and a Note Guarantee pursuant to which it will become a Guarantor, (ii)B) execute amendments to or otherwise accede to or join the Collateral Agreements and cause the same to be perfected pursuant to which it becomes subject to the obligations of a Guarantor thereunder and pledge its assets, if requested by including the TrusteeEquity Interests it owns in any of its Subsidiaries, pursuant to the Collateral Agreements; and (C) execute an amendment to the Registration Rights Agreement to join that agreement in the same way and capacity as the other Guarantors; and (2) deliver an Opinion of Counsel reasonably satisfactory in form to the Trustee. Following , 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 Note 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 (a) is not already a direct or indirect Subsidiary of the Company and (b) does not constitute an Investment Grade Event ElectionOther Guarantor, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause the Equity Interests of such Subsidiary to be transferred to the Company or a Restricted Subsidiary within 20 Business Days of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for such Subsidiary executing a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be as soon as practicable where applicable to any Specified Indebtedness of any Subsidiary that existed at the local law requires additional time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred for compliance with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseapplicable legal requirements.”

Additional Note Guarantees. If after the date of the Base this Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (ai) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary (other than an Immaterial Subsidiary or a Receivables Subsidiary); (ii) any Domestic Restricted Subsidiary that directly (other than JII Finance) ceases to be an Immaterial Subsidiary or indirectly owns Capital Stock a Receivables Subsidiary; or (iii) any of the Company's Restricted Subsidiaries, directly or indirectly, Guarantees or pledges any assets to secure the payment of any Indebtedness of either of the Issuers that constitutes Senior Debt, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Domestic Restricted Subsidiary, such former Immaterial Subsidiary to or Receivables Subsidiary or such Restricted Subsidiary (other than an Immaterial Subsidiary, JII Finance or a Receivables Subsidiary), as the case may be, will become a Subsidiary Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, substantially concurrently execute and deliver a supplemental indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary; provided, that no Restricted Subsidiary shall be required to execute a Subsidiary Guarantee or supplemental indenture under this paragraph prior to the Guarantee Date. The form of such Note Guarantee by such non-guarantor Subsidiaries (each such Note Guaranteeis attached as Exhibit E hereto. The Company will not permit any of its Restricted Subsidiaries, a “Post-Release Event Note Guarantee”) such that directly or indirectly, to Guarantee or pledge any assets to secure the aggregate principal amount payment of Specified any other Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness either of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries Issuers (other than Senior Debt) unless such Person Restricted Subsidiary (other than JII Finance, an Immaterial Subsidiary or a Receivables Subsidiary) becomes a Subsidiary Guarantor and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if substantially concurrently executes and delivers a supplemental indenture providing for the Guarantee Threshold would be exceeded immediately after giving effect to of the occurrence payment of an Investment Grade Event Election, then the Notes by such Investment Grade Event Election shall be deemed not to have occurred with respect to the release Restricted Subsidiary. The form of such Note Guarantees Guarantee is attached as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseExhibit E hereto.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) After the Issue Date, the Company will cause each of its Restricted Subsidiaries (other than any Wholly-Owned Restricted Subsidiary that is a “controlled foreign corporation” as defined under Section 957 of the Code) that (1) is a borrower under any Credit Facility or (2) Guarantees any Debt of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect its Restricted Subsidiaries Incurred under any Credit Facility to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of Guarantee the Notes of this Series and execute pursuant to a supplemental indenture and substantially in the form of Exhibit D attached to this Indenture (ii), if requested by the Trustee, deliver an Opinion of Counsel or such other documents or instruments in form reasonably satisfactory to the Trustee. Following ) (subject to the occurrence limitations in Article 10 hereto) and execute joinders to Collateral Documents or new Collateral Documents and take all actions required thereunder to perfect the liens created thereunder; provided that, for the duration of an Investment Grade Event Electionany period during which no such Credit Facilities exist, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall Company will cause such a sufficient number of its non-guarantor Restricted Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note to Guarantee by the Notes such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness each Non-Guarantor Subsidiary comprises no more than 5% of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, x) Consolidated Total Assets or in contemplation of, such Person becoming a Subsidiary, so long as Parent (y) Consolidated Adjusted EBITDA and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if all Non-Guarantor Subsidiaries comprise, in the aggregate, no more than 10% of (x) Consolidated Total Assets or (y) Consolidated Adjusted EBITDA. (b) Each Note Guarantee Threshold would will state that it will be exceeded immediately after giving effect limited to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed amount not to have occurred with respect exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the release rights of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and creditors generally. (iiic) a Post-Release Event Each Note Guarantee shall be released in accordance with the provisions of Section 10.07. (d) The Company will cause each Irish Domiciled Grantor to, and each Irish Domiciled Grantor shall, comply in all respects with Sections 82 and 239 of the Companies Xxx 0000 including in relation to the extent execution of this Indenture (and/or any supplemental indenture), the Note Guarantee Threshold would not be exceeded after giving effect and/or other documents to such releasewhich it is a party and the payment of amounts due hereunder or thereunder.”

Additional Note Guarantees. of If, after the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of NotesIssue Date, if (a) the Issuer or any Wholly-Owned Restricted Subsidiary of the Company shall acquire or create another Subsidiary (other than a Subsidiary that is not has been Designated an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, Unrestricted Subsidiary) or (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect is Redesignated a Restricted Subsidiary, then, in each such case, the Issuer shall cause such Restricted Subsidiary to: (1) execute and deliver to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or the Trustee (ca) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture in form and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably substance satisfactory to the Trustee. Following Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) Issuer's obligations under the Credit Agreement or Permitted Receivables Financing SubsidiaryNotes and this Indenture and (b) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such a notation of guarantee in respect of its non-guarantor Subsidiaries Note Guarantee; and (2) deliver to the Trustee one or more Opinions of Counsel that are not Excluded Subsidiaries to, within 60 days, execute and deliver a such supplemental indenture providing for (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a valid and legally binding obligation of such Restricted Subsidiary in accordance with its terms. The obligations of each Guarantor under its Note Guarantee by such non-guarantor Subsidiaries (each such Note Guaranteewill be limited to the maximum amount as will, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (iCredit Facility permitted under SECTION 4.06) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the occurrence obligations of an Investment Grade Event Electionsuch other Guarantor under its Note Guarantee or pursuant to its contribution obligations under the Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment for distribution under its Note Guarantee is entitled to a contribution from each other Guarantor in a pro rata amount based on Adjusted Net Assets of each Guarantor. In the event of a sale or other disposition of all of the assets of any Guarantor, by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Guarantor then held by the Issuer and the Restricted Subsidiaries, then such Investment Grade Event Election shall that Guarantor will be deemed not to have occurred with respect to released and relieved of any obligations under its Note Guarantee; provided that the release Net Available Proceeds of such Note Guarantees as sale or other disposition are applied in accordance with the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released applicable provisions of this Indenture, to the extent required thereby. Any Guarantor that is Designated as an Unrestricted Subsidiary or that otherwise ceases to be a Guarantor, in each case in accordance with the provisions of the Indenture, will be released from its Note Guarantee Threshold would not upon effectiveness of such Designation or when it first ceases to be exceeded after giving effect to such releasea Restricted Subsidiary, as the case may be.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of If the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a another Domestic Subsidiary that directly or indirectly owns Capital Stock after the date of the Companythis Indenture, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) will cause that newly acquired or created Domestic Subsidiary to become execute a Guarantor of the Notes of this Series and execute Note Guarantee pursuant to a supplemental indenture in form and (ii), if requested by substance satisfactory to the Trustee, Trustee and deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following Trustee within 10 Business Days of the occurrence of an Investment Grade Event Election, with respect date on which it was acquired or created to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries effect that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a Note Guarantee by such non-guarantor Subsidiaries valid and binding agreement of that Domestic Subsidiary, enforceable against that Domestic Subsidiary in accordance with its terms (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect subject to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17customary exceptions); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Domestic Subsidiary that existed at the constitutes an Immaterial Subsidiary need not become a Guarantor until such time such Person became as it ceases to be an Immaterial Subsidiary. In addition, if any of General Nutrition Companies, Inc., GNC Newco 1 LLC, GNC Newco 2 LLC, GNC Newco DGP 1 and GNC Newco DGP 2 (each, a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a "Reorganized Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries") are not obligors under such Specified Indebtedness)merged with and into the Company on the date of this Indenture, (ii) if then the Company will cause that Reorganized Subsidiary to execute a Note Guarantee Threshold would be exceeded immediately after giving effect pursuant to a supplemental indenture in form and substance satisfactory to the occurrence Trustee and deliver an Opinion of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect Counsel to the release Trustee on the date of this Indenture to the effect that such supplemental indenture has been duly authorized, executed and delivered by that Reorganized Subsidiary and constitutes a valid and binding agreement of that Reorganized Subsidiary, enforceable against that Reorganized Subsidiary in accordance with its terms (subject to customary exceptions). The form of such Note Guarantees Guarantee is attached as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseExhibit E hereto.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of If, after the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit AgreementIssue Date, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parentany Restricted Subsidiary acquires or forms any Restricted Subsidiary (other than a Foreign Subsidiary), as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created then such Restricted Subsidiary to must become a Subsidiary Guarantor of the Notes of this Series and execute by executing a supplemental indenture and in the form of Exhibit E (ii), if requested by the Trustee, deliver an Opinion of Counsel or otherwise reasonably satisfactory to the Trustee) and delivering an Opinion of Counsel as to the satisfaction of conditions precedent to the Trustee within five Business Days. Following If, after the occurrence of Issue Date, any Foreign Subsidiary guarantees or otherwise becomes an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness obligor under any Permitted Receivables Financing and any Specified other Indebtedness of an “Unrestricted Subsidiary” either of the Issuers or any of the Subsidiary Guarantors (or the equivalent thereofother than intercompany Indebtedness permitted to be incurred pursuant to clause (5) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”of Section 4.09(b)), then Parent such Foreign Subsidiary must become a Subsidiary Guarantor by executing a supplemental indenture in the form of Exhibit E (or otherwise reasonably satisfactory to the Trustee) and delivering an Opinion of Counsel as to the satisfaction of conditions precedent to the Trustee within five Business Days of the date on which such Foreign Subsidiary become such an obligor on such Indebtedness. Notwithstanding the foregoing, any Note Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall cause such provide by its terms that it shall be automatically and unconditionally released upon any of its non-guarantor Subsidiaries the conditions specified in clauses (1) to (5) of Section 11.04. (b) Each Restricted Subsidiary that are not Excluded Subsidiaries to, within 60 days, becomes a Subsidiary Guarantor on or after the Issue Date will also become a party to the Collateral Documents and the Pari Passu Intercreditor Agreement (if any) and will as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, title insurance policies, surveys and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date or on the date first delivered in the case of mortgages (but no greater scope)) as may be necessary to vest in the Collateral Agent a supplemental indenture providing security interest in the manner and to the extent set forth in the applicable Collateral Documents and this Indenture in properties and assets of the type constituting Collateral as security for the Notes or the Note Guarantees (and, in the case of any Foreign Subsidiary that becomes a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, Subsidiary Guarantor as a “Post-Release Event Note Guarantee”) such that the aggregate principal amount result of Specified becoming an obligor under any other Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding either the Issuers or any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries Guarantors (other than intercompany Indebtedness permitted to be incurred pursuant to clause (5) of Section 4.09(b)), consistent with the collateral documentation related to such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect and thereupon all provisions of this Indenture relating to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election Collateral shall be deemed not to have occurred with respect relate to such properties and assets to the release of such Note Guarantees as same extent and with the Company may designate such that the Guarantee Threshold would not be then exceeded same force and effect. (iiic) a Post-Release Event A Note Guarantee shall be released to in accordance with the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseprovisions of Section 11.04.”

Additional Note Guarantees. The Company will cause any Person (other than the Issuers) with a Capitalization of at least $10,000 that becomes a Restricted Subsidiary (including upon a Revocation of the Base Designation of a Subsidiary as an Unrestricted Subsidiary) after the Issue Date (an "Additional Note Subsidiary Guarantor") to grant a guarantee (an "Additional Note Subsidiary Guarantee") of the Guaranteed Obligations under this Indenture shall be amended and restated in its entirety as follows: “Prior the Notes to the occurrence same extent that the Subsidiary Note Guarantors have guaranteed the Guaranteed Obligations under this Indenture and the Notes by executing a Supplemental Indenture substantially in the form of Exhibit E and providing the Trustee with an Investment Grade Event Election with respect to each series of NotesOfficer's Certificate and Opinion on Counsel; provided, if (a) any Wholly-Owned that there may be excluded as Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, Note Guarantors: (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and EPIL III (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (EPIL III does not engage in any activities other than such Person the issuance, administration, redemption and its Subsidiaries) are not obligors under such Specified Indebtednessrepayment of the EPIL III Notes and activities related thereto), (ii) if other Restricted Subsidiaries of the Company not excluded pursuant to clause (i), (iii) or (iv) of this proviso, whether existing on the Issue Date or which become Restricted Subsidiaries thereafter, that do not together constitute Material Restricted Subsidiaries, (iii) any Foreign Restricted Subsidiary in the event that the provision of a Subsidiary Note Guarantee Threshold by such Foreign Restricted Subsidiary would be exceeded immediately after giving effect result in a material adverse tax consequence to the occurrence Company or any of an Investment Grade Event Electionits Subsidiaries and (iv) any Receivables Subsidiary; and provided further that if, then such Investment Grade Event Election shall other than in connection with the creation or acquisition of a Restricted Subsidiary, clause (ii) of the foregoing proviso fails to be deemed not to have occurred with respect to satisfied as of the release end of such Note Guarantees as any fiscal quarter, the Company may designate will cause one or more of its Restricted Subsidiaries that are not Subsidiary Note Guarantors to become Subsidiary Note Guarantors in accordance with the foregoing such that the Guarantee Threshold would Restricted Subsidiaries of the Company that are not be then exceeded and Subsidiary Note Guarantors other than pursuant to clause (i), (iii) or (iv) of the above proviso do not constitute in the aggregate a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseMaterial Restricted Subsidiary.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned The Company will cause each Domestic Restricted Subsidiary that incurs material Indebtedness, has Indebtedness under Credit Facilities or guarantees Indebtedness of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of Guarantor to execute and deliver to the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute Trustee a supplemental indenture (in the form attached as Exhibit E hereto) in which such Restricted Subsidiary will unconditionally guarantee, on a joint and (ii)several basis, the full and prompt payment of the principal of, premium, if requested by any, and interest on the Trustee, Notes and all other obligations under this Indenture on a senior unsecured basis and to deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following Trustee within 90 days of the occurrence of an Investment Grade Event Electiondate on which such Domestic Restricted Subsidiary incurred material Indebtedness, with respect to each series of Notes, if the aggregate principal amount of had Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement Facilities or Permitted Receivables Financing guaranteed Indebtedness of the Company or any Guarantor, stating that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary) that , enforceable in accordance with its terms (subject to customary exceptions). Without limiting the foregoing, any Foreign Subsidiary of Holdings may be designated as a Guarantor by Holdings in its sole discretion. Notwithstanding the foregoing, in the event any Guarantor has no material Indebtedness, has no Indebtedness under Credit Facilities and is incurred released and discharged in full from all of its obligations under guarantees of the Company or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”)any Guarantor, then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to of such Guarantor shall be automatically and unconditionally released or discharged; provided, that such Restricted Subsidiary has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.09 hereof unless such Guarantor’s obligations under such Indebtedness so incurred are satisfied in full and discharged or are otherwise permitted under one of the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed exceptions available at the time of such Person became a Subsidiary of Parent release to Restricted Subsidiaries pursuant to Section 4.09 hereof. (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiariesb) are not obligors under such Specified Indebtedness), (ii) if the Each Guarantee Threshold would will be exceeded immediately after giving effect limited to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed amount not to have occurred with respect to exceed the release of such Note Guarantees maximum amount that can be guaranteed by that Guarantor without rendering the Guarantee, as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect it relates to such releaseGuarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally.”

Additional Note Guarantees. No Restricted Subsidiary (other than an Excluded Restricted Subsidiary and, following the release or termination of all Guarantees by a Foreign Subsidiary Holdco of any Indebtedness of the Base Indenture shall be amended and restated in Parent or its entirety as follows: “Prior to other Subsidiaries other than the occurrence of an Investment Grade Event Election with respect to each series of Notes, if such Foreign Subsidiary Holdco) may, after the date hereof, Guarantee the payment of (a) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded Parent or any Subsidiary becomes an obligor with respect to Guarantor under any Indebtedness under the Credit Agreement, Facility or (b) any Wholly-Owned Subsidiary Indebtedness of the Company that is not an Excluded Parent or any Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets Guarantor evidenced by bonds, notes or other debt securities in an aggregate principal amount in excess of $500.0 10.0 million or (c) Parent or any more, unless such Restricted Subsidiary of Parent acquires or creates shall also have executed a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series Note Guarantee and execute a supplemental indenture and (ii), if requested by the Trustee, deliver delivered an Opinion of Counsel and Officers’ Certificate to the Trustee with respect thereto, in accordance with the terms of this Indenture. No Subsidiary Guarantor may consolidate, merge or amalgamate with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person (other than the Parent), whether or not affiliated with such Subsidiary Guarantor unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation, merger or amalgamation (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under its Note Guarantee pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries ; and (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof2) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence such transaction, no Default or Event of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Default exists. The Note Guarantee shall of a Subsidiary Guarantor will automatically be released released: (1) in connection with any sale or other disposition of Capital Stock of that Subsidiary Guarantor by way of consolidation, merger, amalgamation or otherwise to the extent the Guarantee Threshold would a Person that is not be exceeded (either before or after giving effect to such releasetransaction) the Parent or a Restricted Subsidiary, if the sale or other disposition does not violate Section 4.16 and the Subsidiary Guarantor ceases to be a Restricted Subsidiary as a result of the sale or other disposition; (2) if the Parent designates any Restricted Subsidiary that is a Subsidiary Guarantor as an Unrestricted Subsidiary in accordance with the terms of Section 4.15; (3) upon legal defeasance or covenant defeasance of this Indenture as provided below under Article VIII; or (4) for any Foreign Subsidiary Holdco, concurrently with the release or termination of all Guarantees by such Foreign Subsidiary Holdco of any Indebtedness of the Company or its other Subsidiaries other than the Notes.”

Additional Note Guarantees. After the date of this Indenture, the Base Indenture Company shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election cause each Restricted Subsidiary, other than a Subsidiary which is a Note Guarantor, that becomes a Guarantor with respect to each series the obligations of Notesthe Company or a Domestic Subsidiary, or a borrower, under the Credit Agreement: (1) to execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary that is not a Guarantor shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium and Liquidated Damages, if any, and interest on the Notes on a senior basis; (a2) to execute and deliver to the Trustee an opinion of counsel (which may contain customary exceptions) that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary that is not a Guarantor and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary that is not a Guarantor; and (3) to deliver an Officers' Certificate executed by the Company complying with Sections 12.04 and 12.05 hereof, with respect to such Restricted Subsidiary that is to become a Guarantor. Thereafter, such Restricted Subsidiary that was not a Guarantor shall be a Guarantor for all purposes of this Indenture. The Company may cause any Wholly-Owned other Restricted Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary issue a Guarantee and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor. The Guarantee of a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory will be released pursuant to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness provisions set forth under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseArticle 10 hereof.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to (a) The Company will cause (A) each Springing AssetCo Grantor upon the occurrence of an Investment Grade Event Election (and with respect to Olinda Star, no later than five days after) the Springing Security Deadline and (B) each series Subsidiary, other than a Springing AssetCo Grantor and any Excluded Subsidiary (within 30 days of Notesno longer being an Excluded Subsidiary), if in each case, to: (a1) any Wholly-Owned execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which such Subsidiary Guarantor shall, subject to applicable legal limitations, unconditionally guarantee all of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness Company’s Obligations under the Credit AgreementUnderlying Tranches and this Indenture; (2) deliver to the Trustee one or more opinions of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary Guarantor and (b) any Wholly-Owned constitutes a valid and legally binding obligation of such Subsidiary Guarantor in accordance with its terms; and (3) execute and deliver to the Collateral Trustee a Grantor Supplement pursuant to which such Subsidiary Guarantor shall, subject to applicable legal limitations, be subject to the terms of the Company that Intercreditor Agreement. (b) Notwithstanding the foregoing, such Subsidiary Guarantor shall not be required to execute any such supplemental indenture if the execution or enforcement of such supplemental indenture and the resultant Guarantee thereunder (A) is not an Excluded prohibited by, or in violation of, any applicable law to which such Subsidiary and that Guarantor is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million subject or (cB) Parent would require a governmental (including regulatory) consent, approval, license or any Subsidiary of Parent acquires authorization; provided that such violation cannot be prevented or creates a Subsidiary that directly such consent, approval, license or indirectly owns Capital Stock of the Company, then the Company or Parentauthorization cannot be obtained, as applicable, willusing commercially reasonable efforts. For the avoidance of doubt, within 20 Business Days after the date on which it becomes an obligor with respect failure by any Subsidiary Guarantor to any satisfy the requirements set forth in clauses (a)(1) and (a)(2) above due to the limitations set forth in this clause (b) will not be deemed to be a breach of the foregoing, Company’s or reasonably promptly thereafter, (i) cause that newly acquired the Subsidiary Guarantors’ obligations under this Indenture or created Subsidiary to become the Securities or result in a Guarantor Default or an Event of the Notes of Default hereunder. Notwithstanding this Series and execute a supplemental indenture and (iiSection 10.05(b), if requested a Subsidiary Guarantor otherwise required to provide a Guarantee of the Underlying Tranches is no longer prevented by applicable law or by any agreement to which it is a party from guaranteeing the TrusteeUnderlying Tranches, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall Company will promptly cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for Subsidiary Guarantor to provide a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”in accordance with Section 10.05(a) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releasehereof.”

Additional Note Guarantees. If the Company or any of its Restricted Subsidiaries acquires or creates a Domestic Restricted Subsidiary after the Issue Date, then such newly acquired or created Domestic Restricted Subsidiary will, within 30 days of the Base Indenture shall be amended date on which it was acquired or created: (1) execute and restated in its entirety as follows: “Prior deliver to the occurrence Trustee a supplemental indenture substantially in the form of an Investment Grade Event Election Exhibit E, pursuant to which such Domestic Restricted Subsidiary shall fully and unconditionally guarantee, on a senior secured basis, all of the Company’s Obligations under the Notes and this Indenture; (2) execute and deliver to the Collateral Agent joinder agreements or similar agreements with respect to each series the applicable Collateral Documents necessary in order to grant to the Collateral Agent for the benefit of Notesthe Trustee and the holders of the Notes a perfected first-priority security interest, subject to the Intercreditor Agreement and Permitted Liens, in the assets (other than Excluded Assets) of such Domestic Restricted Subsidiary, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents, as and when required thereby, and delivering to the Collateral Agent the certificates, if any, representing all of the Equity Interests of such Domestic Restricted Subsidiary, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the holder(s) of such Equity Interests, and all intercompany notes owing from such Domestic Restricted Subsidiary to the Company or any Guarantor together with instruments of transfer executed and delivered in blank by a duly authorized officer of the Company or such Guarantor; (a3) take such further action and execute and deliver such other documents specified in the Collateral Documents to give effect to the foregoing; and (4) deliver to the Trustee and the Collateral Agent an opinion of counsel (subject to customary qualifications and assumptions) that such supplemental indenture and any Wholly-Owned other documents required to be delivered pursuant to clauses (2) and (3) above have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitute legally valid and binding and enforceable obligations of such Domestic Restricted Subsidiary and regarding the perfection of such Liens in the Collateral of such Domestic Restricted Subsidiary as provided for in the Indenture or the Collateral Documents (in form and substance substantially consistent with the form of Opinion of Counsel delivered on the Issue Date (subject to customary qualifications, exceptions and assumptions)); provided that any Domestic Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. Notwithstanding anything to the contrary, (x) each Restricted Subsidiary of the Company that, directly or indirectly, guarantees or otherwise provides direct credit support for any Obligations (other than the Notes) of the Company or any Guarantor and (y) each Domestic Restricted Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness a borrower or a guarantor under the Credit AgreementABL Facility, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Companyeach case, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to will become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, in accordance with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. The Parent Guarantor shall not permit any of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Restricted Subsidiaries that is a Wholly Owned Subsidiary of the Company (and any Domestic Restricted Subsidiary that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Whollya non-Wholly Owned Subsidiary of the Company that is not an Excluded if such non-Wholly Owned Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any guarantees other capital markets debt securities in of an aggregate principal amount in excess Issuer or a Guarantor), other than the Issuers or the Subsidiary Guarantors, to guarantee the payment of $500.0 million or (c) Parent any Debt of any Issuer or any Subsidiary of other Guarantor incurred under any Credit Facility or other capital markets debt securities (other than Debt payable to the Parent acquires Guarantor or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, Restricted Subsidiary) unless: (i) cause that newly acquired or created such Restricted Subsidiary to become a Guarantor of the Notes of this Series within 30 days executes and execute delivers a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture this Indenture providing for a Note Guarantee by such non-guarantor Subsidiaries Restricted Subsidiary, except that with respect to a guarantee of Debt of any Issuer or any Guarantor: (each A) if the Notes or such Guarantor’s Note Guarantee are subordinated in right of payment to such Debt, the Note Guarantee under the supplemental indenture shall be subordinated to such Restricted Subsidiary’s guarantee with respect to such Debt substantially to the same extent as the Notes are subordinated to such Debt; and (B) if such Debt is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Debt shall be subordinated in right of payment to such Note Guarantee substantially to the same extent as such Debt is subordinated to the Notes; (ii) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against any other Restricted Subsidiary as a “Post-Release Event result of any payment by such Restricted Subsidiary under its Note Guarantee”; and (iii) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect Restricted Subsidiary shall deliver to the provision Trustee an Opinion of Post-Release Event Counsel stating that: (A) such Note Guarantees pursuant Guarantee has been duly executed and authorized; and (B) such Note Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including all laws relating to this Section 4.17)fraudulent transfers) and except insofar as enforcement thereof is subject to general principals of equity; provided that (i) this Section 4.17 4.14 shall not be applicable to any Specified Indebtedness guarantee of any Restricted Subsidiary that existed on the Issue Date or at the time such Person became a Restricted Subsidiary of Parent (including any Specified Indebtedness and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; provided, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness)further, (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election that no Receivables Subsidiary or Foreign Subsidiary shall be deemed not required to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) become a Post-Release Event Guarantor at any time. Each Note Guarantee shall be released to in accordance with the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseprovisions of Section 10.10.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior The Company is obligated to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if cause (a) any Wholly-each Subsidiary that becomes a Wholly Owned Restricted Subsidiary of after the Company that is not Issue Date (other than an Excluded Subsidiary becomes an obligor with respect to any Subsidiary) that guarantees Indebtedness under the ABL Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any Parity Lien Obligations or syndicated bank indebtedness or capital markets debt securities in an aggregate a principal amount in excess of the greater of (i) $500.0 10.0 million or and (cii) Parent or any Subsidiary 1.0% of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock Total Assets of the Company, then the Company or Parentany of its Restricted Subsidiaries (other than an Excluded Subsidiary) and (b) any Foreign Subsidiary that guarantees Indebtedness under the ABL Credit Agreement, as applicable, will, any Parity Lien Obligations or syndicated bank indebtedness or capital markets debt securities in a principal amount in excess of the greater of $10.0 million and 1.0% of Total Assets of the Company or any of its Restricted Subsidiaries (other than an Excluded Subsidiary) to guarantee the Notes and the Company’s other obligations under the indenture by executing a supplemental indenture to provide a Note Guarantee within 20 60 Business Days after the date on which it becomes an obligor with respect its obligation to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of guarantee the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) Company’s other obligations under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17)Indenture arises; provided that (i) this Section 4.17 shall not be applicable (i) to any Specified Indebtedness guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary of Parent (including any Specified Indebtedness and was not incurred in connection with, or in contemplation of, such Person becoming a SubsidiaryRestricted Subsidiary or (ii) in the event that the Guarantee of the Company’s obligations under the Notes or the Indenture by such Subsidiary would not be permitted under applicable law. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary shall not be required to comply with the 60-day period described above and such Guarantee may be released at any time in the Company’s sole discretion so long as Parent and its Subsidiaries any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (other than such Person and its Subsidiarieseither (x) are not obligors under such Specified Indebtedness), when so incurred or (iiy) if at the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence time of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as Guarantee) assuming such Subsidiary were not a Guarantor at such time. If any Guarantor becomes an Excluded Subsidiary, the Company may designate shall have the right, by delivery of a supplemental indenture executed by the Company to the Trustee, to cause such Excluded Subsidiary to cease to be a Guarantor, subject to the requirement described in the first paragraph above that the Guarantee Threshold would such Subsidiary shall be required to become a Guarantor if it ceases to be an Excluded Subsidiary (except that if such Subsidiary has been properly designated as an Unrestricted Subsidiary it shall not be then exceeded and (iii) so required to become a Post-Release Event Note Guarantee Guarantor or execute a supplemental indenture); provided that such Excluded Subsidiary shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect permitted to such releaseGuarantee any Credit Facility incurred pursuant to Section 4.09(b)(2) hereof or capital markets debt securities of the Company or the other Guarantors, unless it again becomes a Guarantor.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of If the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a another Wholly Owned Restricted Subsidiary that directly on or indirectly owns Capital Stock after the date of this Indenture, within 30 business days of the Company, then the Company date of such acquisition or Parentguarantee, as applicable, will, within 20 Business Days after the date on which it becomes such Subsidiary (other than an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (iExcluded Subsidiary) cause that newly acquired or created Subsidiary to must become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion Officers’ Certificate and Opin- ion of Counsel reasonably satisfactory to the TrusteeTrustee as to the satisfaction of all conditions precedent. Following The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to Guarantee any other Indebtedness of the occurrence of an Investment Grade Event ElectionCompany or any Guarantor (including, with respect to each series of Notesbut not limited to, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Credit Facility but excluding Indebtedness incurred pursuant to clause (15) of the definition of Permitted Receivables Financing Debt) unless such Restricted Subsidiary is a Guarantor or substantially simultane- ously executes and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver delivers a supplemental indenture providing for a Note the Guarantee of the payment of the Notes by such non-guarantor Subsidiaries (each such Note GuaranteeRestricted Subsidiary, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the which Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that shall be (i) this Section 4.17 shall not be applicable senior in right of payment to any Specified such Re- stricted Subsidiary’s Guarantee of such other Indebtedness if such other Indebtedness is by its express terms subordinated in right of any payment to the Notes or such Guarantee of the Notes and (ii) pari passu in right of payment with such Restricted Subsidiary’s Guarantee of such other Indebtedness if otherwise. Each Restricted Subsidiary that existed at becomes a Guarantor on or after the time date of this Indenture shall also become a party to the Collateral Documents and the Intercreditor Agreements (if any) and shall as promptly as practicable execute and deliver such Person became security instruments, financing statements, mortgag- es, deeds of trust and certificates and opinions of counsel as may be necessary to vest in the Notes Collat- eral Agent a Subsidiary of Parent perfected first, second or third priority security interest, as the case may be, (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent subject to Per- mitted Liens) upon all its properties and its Subsidiaries assets (other than Excluded Assets) as security for the Notes or the Note Guarantees and as may be necessary to have such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect property or asset added to the occurrence Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of an Investment Grade Event Election, then such Investment Grade Event Election this Indenture relating to the Collateral shall be deemed not to have occurred with respect relate to such properties and assets to the release of same extent and with the same force and effect; provided, however, that if granting such Note Guarantees first, second or third priority secu- rity interest, as the case may be, in any such property or asset requires the consent of a third party, the Company may designate will use commercially reasonable efforts to obtain such that consent for the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to benefit of the extent Notes Collateral Agent on behalf of the Guarantee Threshold would not be exceeded after giving effect to such releaseholders.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If (1) the Company or any Wholly-Owned of its Domestic Restricted Subsidiaries shall acquire or create another Domestic Restricted Subsidiary or (2) an Unrestricted Subsidiary of the Company that is not an Excluded redesignated as a Restricted Subsidiary becomes an obligor with respect or otherwise ceases to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not be an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates and thereafter is a Subsidiary that directly or indirectly owns Capital Stock of the CompanyDomestic Restricted Subsidiary, then the Company such newly acquired, created or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created redesignated Domestic Restricted Subsidiary to become a Guarantor of the Notes of this Series and shall execute a supplemental indenture and becoming a Guarantor in accordance with the terms of this Indenture. (ii)b) In addition, if requested by the TrusteeCompany shall not permit any of its Restricted Subsidiaries, deliver an Opinion directly or indirectly, to Guarantee or pledge any assets to secure the payment of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified other Indebtedness of an “Unrestricted Subsidiary” (the Company or the equivalent thereof) under the Credit Agreement any Guarantor unless such Restricted Subsidiary is a Guarantor or Permitted Receivables Financing Subsidiary) that is incurred or issued simultaneously executes and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver delivers a supplemental indenture providing for a Note the Guarantee of the payment of the Notes by such non-guarantor Subsidiaries Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Subsidiary's Guarantee of or pledge to secure such other Indebtedness unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the Guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. (each such Note Guarantee, a “Post-Release Event Note Guarantee”c) such that the aggregate principal amount of Specified Indebtedness A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other non-guarantor Subsidiaries that are not Excluded Subsidiaries than the Company or another Guarantor, unless: (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereofi) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the provision Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor) is a corporation, partnership, limited liability company or business trust organized or existing under the laws of Post-Release Event the United States, any state thereof or the District of Columbia and assumes all the obligations of that Guarantor under the Indenture, its Note Guarantees Guarantee and the Registration Rights Agreement pursuant to this Section 4.17)a supplemental indenture satisfactory to the Trustee; provided that or (B) such sale or other disposition complies with the "Limitation on Asset Sale" covenant of the Indenture, including the application of the Net Proceeds therefrom. (d) The Note Guarantee of a Guarantor will be released: (i) this Section 4.17 shall in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not be applicable (either before or after giving effect to any Specified Indebtedness of any Subsidiary that existed at such transaction) the time such Person became Company or a Restricted Subsidiary of Parent (including any Specified Indebtedness incurred in connection withthe Company, or in contemplation of, if the sale of all such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), Capital Stock of that Guarantor complies with the "Limitation on Asset Sales" covenant of the Indenture; or (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of Company properly designates any Restricted Subsidiary that is a Guarantor as an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseUnrestricted Subsidiary.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “(a) Prior to the occurrence of an Investment Grade Event Election with respect to each series a Release Event, Covenant Parent shall not permit any of Notes, if (a) any its Domestic Subsidiaries that is a Wholly-Owned Subsidiary of (other than the Company that is not an Excluded Issuers, the Guarantors, a Receivables Subsidiary becomes or a Credit Facilities Unrestricted Subsidiary), to become an obligor with respect to any Indebtedness under the Senior Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to Facilities or any capital markets debt securities in an aggregate principal amount in excess of $500.0 350.0 million unless such Subsidiary within 60 days (or, in the case of mortgages, within 90 days) executes and delivers a supplemental indenture to this Indenture providing for a Note Guarantee by such Subsidiary and joinders to the First Lien Intercreditor Agreement and Security Documents or (c) new intercreditor agreements and Security Documents, together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary. Covenant Parent or may elect, in its sole discretion, to cause any Subsidiary of Parent acquires or creates a Domestic Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect is not otherwise required to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary be a Guarantor to become a Guarantor Guarantor, in which case such Subsidiary shall not be required to comply with the 60-day period (or, in the case of mortgages, with the Notes of this Series and execute a supplemental indenture and 90-day period) described in the foregoing sentence. (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following b) After the occurrence of an Investment Grade Event Electiona Release Event, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Domestic Subsidiaries that are not Excluded Wholly-Owned Subsidiaries of Covenant Parent (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “any Credit Facilities Unrestricted Subsidiary” (Subsidiary or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds exceeds, in the aggregate, the greater of (x) $2,000.0 2,750.0 million and (y) 15% of Consolidated Net Tangible Assets (the “Guarantee Threshold”), then Covenant Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture to this Indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Domestic Subsidiaries that are not Excluded Wholly-Owned Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “any Credit Facilities Unrestricted Subsidiary” (Subsidiary or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17the foregoing); provided that (i) this Section 4.17 4.15 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Covenant Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Covenant Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Electiona Release Event, then such Investment Grade Release Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded only and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. The Company will cause any Person (other than the Issuers) with a Capitalization of at least $10,000 that becomes a Restricted Subsidiary (including upon a Revocation of the Base Designation of a Subsidiary as an Unrestricted Subsidiary) after the Issue Date (an “Additional Note Subsidiary Guarantor”) to grant a guarantee (an “Additional Note Subsidiary Guarantee”) of the Guaranteed Obligations under this Indenture shall be amended and restated in its entirety as follows: “Prior the Notes to the occurrence same extent that the Subsidiary Note Guarantors have guaranteed the Guaranteed Obligations under this Indenture and the Notes by executing a Supplemental Indenture substantially in the form of Exhibit E and providing the Trustee with an Investment Grade Event Election with respect Officers’ Certificate and Opinion on Counsel; provided, that there may be excluded as Subsidiary Note Guarantors: (i) Restricted Subsidiaries of the Company not excluded pursuant to each series (ii) or (iii) of Notesthis proviso, if whether existing on the Issue Date or which become Restricted Subsidiaries thereafter, that do not together constitute Material Restricted Subsidiaries, (aii) any Wholly-Owned Foreign Restricted Subsidiary in the event that the provision of a Subsidiary Note Guarantee by such Foreign Restricted Subsidiary would result in a material adverse tax consequence to the Company or any of its Subsidiaries and (iii) any Receivables Subsidiary; and provided further that if, other than in connection with the creation or acquisition of a Restricted Subsidiary, clause (i) of the foregoing proviso fails to be satisfied as of the end of any fiscal quarter, the Company will cause one or more of its Restricted Subsidiaries that are not Subsidiary Note Guarantors to become Subsidiary Note Guarantors in accordance with the foregoing such that the Restricted Subsidiaries of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Subsidiary Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all Guarantors other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees than pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), clause (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and or (iii) of the above proviso do not constitute in the aggregate a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseMaterial Restricted Subsidiary.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) [Reserved]. ​ (b) Notwithstanding anything to the contrary in this Section 4.08, no Restricted Subsidiary shall (x) Guarantee the Indebtedness outstanding under any Wholly-Owned Subsidiary ABL Facility, any Credit Facility replacing or refinancing any ABL Facility or any other Credit Facility or Public Debt, in each case of the Company Issuer or a Guarantor, or (y) Incur Indebtedness exceeding $10.0 million pursuant to Section 4.01(b)(i) and 4.01(b)(xi) or any Refinancing Indebtedness in respect thereof exceeding $10.0 million unless such Restricted Subsidiary is or becomes a Guarantor (or is the Issuer) on the date on which the Guarantee or such Indebtedness is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee or Indebtedness described in clauses (x) or (y) of this Section 4.08(b), respectively; provided, however, that such Restricted Subsidiary shall not be obligated to become a Guarantor to the extent and for so long as the Incurrence of such Note Guarantee could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is not an Excluded a partnership) shareholders of such Restricted Subsidiary becomes an obligor (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Indebtedness under Taxes) other than reasonable out of pocket expenses. At the Credit Agreement, (b) any Wholly-Owned Subsidiary option of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect Parent, any Note Guarantee may contain limitations on Guarantor liability to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or the extent reasonably necessary. ​ (c) Parent or any Subsidiary Note Guarantees shall be released as set forth under Section 10.06. In addition, a Note Guarantee of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock future Guarantor may also be released at the option of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after Parent if at the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, such release either (i) cause that newly acquired there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture if such Guarantor had not been designated as a Guarantor, or created Subsidiary to become (ii) there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture as at the date of such release if such Guarantor were not designated as a Guarantor as at that date. The Trustee and the Security Agent shall take ​ ​ ​ all necessary actions, including the granting of releases or waivers under the Notes of this Series and execute a supplemental indenture and (ii)Intercreditor Agreement or any Additional Intercreditor Agreement, if requested by the Trustee, deliver an Opinion Parent to effectuate any release of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guaranteein accordance with these provisions, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing subject to customary protections and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseindemnifications.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary The Company shall cause each of the Company its Restricted Subsidiaries, other than an Immaterial Subsidiary, that is not an Excluded a Guarantor to (i) execute and deliver to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit C hereto, pursuant to which such Restricted Subsidiary becomes an obligor with shall, subject to the proviso below and Section 4.15(d), irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture; (ii) execute and deliver to any Indebtedness under the Credit Collateral Agent such amendments or supplements to the Collateral Documents necessary in order to grant to the Collateral Agent, for the benefit of the Notes Secured Parties, a perfected security interest in the equity interests of such Subsidiary, subject to Permitted Liens and the Collateral Trust Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then which are owned by the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor and are required to be pledged pursuant to the Collateral Documents; (iii) take such actions as are necessary to grant to the Collateral Agent for the benefit of the Notes Secured Parties a perfected security interest in the assets of this Series such Subsidiary, subject to Permitted Liens and the Collateral Trust Agreement, including the filing of financing statements, in each case as may be required by the Collateral Documents; and (iv) take such further action and execute a supplemental indenture and (ii), if deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the TrusteeTrustee or Collateral Agent, deliver including, where applicable, an Opinion of Counsel reasonably satisfactory addressed to the Trustee. Following Trustee to the occurrence effect that such Guarantee or Guarantees have been duly authorized, executed and delivered, and constitute a valid, binding, obligation of an Investment Grade Event Electionsuch Restricted Subsidiary, with respect enforceable against it, to each series of Notesgive effect to the foregoing; provided, however, that a Restricted Subsidiary that is not a Wholly Owned Subsidiary shall not be required to Guarantee the Notes if the aggregate principal Board of Directors of such Restricted Subsidiary determines in good faith that such Guarantee would be inconsistent with applicable law. (b) The obligations of each Guarantor shall be limited to the maximum amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”)as will, then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision all other contingent and fixed liabilities of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent Guarantor and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release obligations of such other Guarantor under its Note Guarantees as Guarantee or pursuant to its contribution obligations under this Indenture, result in the Company may designate obligations of such that the Guarantor under its Note Guarantee Threshold would not be then exceeded and constituting a fraudulent conveyance or fraudulent transfer under laws applicable to such Guarantor. (iiic) a Post-Release Event Each Note Guarantee shall be released in accordance with the provisions of Section 10.06. (d) Notwithstanding anything to the extent contrary contained in this Indenture, a Note Guarantee provided pursuant to this Section 4.15 by a Restricted Subsidiary that is organized in a jurisdiction located outside of the United States or Canada may be a Limited Guarantee Threshold would if the Board of Directors of such Restricted Subsidiary, in consultation with local counsel, makes a reasonable determination that such Restricted Subsidiary cannot be exceeded after giving effect fully and unconditionally guarantee the Notes due to legal requirements within such releasejurisdiction.”

Additional Note Guarantees. (a) The Issuer shall cause each Wholly Owned Subsidiary that is not an Immaterial Subsidiary or an Excluded Subsidiary to execute and deliver to the Trustee a Guaranty Agreement as promptly as practicable pursuant to which such Wholly Owned Subsidiary will Guarantee payment of the Base Indenture Notes on the same terms and conditions as those set forth in this Indenture; and until such time as a Wholly Owned Subsidiary becomes a Guarantor, the number of otherwise permissible Excluded Rigs shall be amended reduced by the number of Rigs owned by such Wholly Owned Subsidiary; provided, that if a Wholly Owned Subsidiary’s execution and restated in its entirety as follows: “Prior to delivery of such a Guaranty Agreement requires the occurrence consent of an Investment Grade Event Election a third party, then this clause (a) shall be deemed satisfied with respect to each series such Wholly Owned Subsidiary so long as the Issuer or such Wholly Owned Subsidiary has used or is using commercially reasonable efforts to obtain such consent, regardless of Noteswhether such consent has been obtained. (b) Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form, if applicable, as those executed and delivered with respect to the Collateral) and certificates and take such other actions as may be required under the Security Documents to vest in the Notes Collateral Agent a perfected security interest (asubject to Permitted Liens) in properties and assets of such Guarantor that constitute Collateral as security for the Notes or the Note Guarantees and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such properties and assets (excluding for the avoidance of doubt, such properties and assets constituting Excluded Assets) to the same extent and with the same force and effect; provided, however, that if granting such security interest in any Wholly-Owned Subsidiary Rig (other than an Excluded Rig) requires the consent of a third party, the Company Issuer and such Guarantor will use commercially reasonable efforts to obtain such consent. (c) To the extent such Guarantor owns a Rig that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation ofRig, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if Guarantor will be obligated to comply with the Guarantee Threshold would be exceeded immediately after giving effect provisions of Section 4.21 pertaining to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such releaseRigs.”

Additional Note Guarantees. The Company will cause each of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Domestic Subsidiaries (excluding other than any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Excluded Subsidiary) that is incurred not a Guarantor and that incurs Indebtedness or issued guarantees Obligations under any Debt Facility of the Company or a Guarantor (including, but not limited to, the ABL Credit Facility and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”Floor Plan Credit Facility), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries in each case on or after the Issue Date, to, : (1) within 60 days, 30 days execute and deliver a supplemental indenture to this Indenture, the form of which is attached as Exhibit D, providing for a Note Guarantee by such non-guarantor Subsidiaries (each Restricted Subsidiary and joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Note GuaranteeSubsidiary, except that with respect to a “Post-Release Event Note Guarantee”) such that the aggregate principal amount guarantee of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries the Company or any Guarantor: (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (iia) if the Notes or such Guarantor’s Guarantee Threshold would be exceeded immediately after giving effect are subordinated in right of payment to such Indebtedness, the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election Guarantee under the supplemental indenture shall be deemed not subordinated to have occurred such Domestic Subsidiary’s guarantee with respect to such Indebtedness substantially to the release of such Note Guarantees same extent as the Company may designate Notes are subordinated to such that Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be released subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Guarantee Threshold would Notes; and (2) waive and not be exceeded after giving effect to in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any of its Restricted Subsidiaries as a result of any payment by such release.”Restricted Subsidiary under its Guarantee;

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) If, on or after the Issue Date: (1) any Wholly-Owned Subsidiary of the Company Issuer’s Wholly Owned Subsidiaries that is not an Excluded a Domestic Subsidiary becomes an obligor with respect to Incurs or guarantees (x) any Indebtedness under the Credit AgreementABL Debt, (by) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to First Lien Notes (or any Refinancing Indebtedness thereof) or (z) any loans or capital markets debt securities in an aggregate principal amount Indebtedness in excess of $500.0 50.0 million or (ccollectively, clauses (x), (y) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock of the Companyand (z), then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to “Certain Other Indebtedness”); or (2) any of the foregoingIssuer’s Wholly Owned Subsidiaries that is a Foreign Subsidiary guarantees any Certain Other Indebtedness of the Issuer or any Domestic Subsidiary, or reasonably promptly thereafter, then such Subsidiary (iother than a Subsidiary Guarantor) cause that newly acquired or created Subsidiary to shall become a Guarantor of the Notes of this Series and execute a supplemental indenture and substantially in the form of Exhibit H to hereto within 20 Business Days of such Incurrence or guarantee; provided that Excluded Subsidiaries shall not be Guarantors that provide Note Guarantees. (ii), if requested by b) Each Person that is a Domestic Subsidiary that becomes a Guarantor after the Trustee, deliver an Opinion of Counsel reasonably satisfactory Issue Date shall also become party to the Trustee. Following applicable Third Lien Notes Security Documents pursuant to the occurrence terms of an Investment Grade Event Electionthis Indenture and shall as promptly as practicable, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding but in any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries toevent, within 60 days90 days of the acquisition or formation of such entity, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries security instruments, financing statements, mortgages, deeds of trust (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that in substantially the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing same form as those executed and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred delivered with respect to the release Collateral on the Issue Date as may be necessary to vest in the Collateral Agent a perfected third-priority security interest (subject to Permitted Liens and priority Liens with respect to the ABL Collateral in favor of the ABL Collateral Agent)) in properties and assets that constitute Collateral, as security for such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Guarantor’s Note Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the Third Lien Notes Security Documents and this Indenture, and thereupon all provision of this Indenture relating to the Collateral shall be released deemed to relate to such properties and assets to the same extent and with the Guarantee Threshold would not same force and effect. (c) Future Guarantees provided by Subsidiaries of the Issuer organized in jurisdictions other than the United States, or any political subdivision thereof, may be exceeded after giving effect Limited Guarantees if the Board of Directors or the senior management thereof, in consultation with local counsel, makes a reasonable determination that such limitations are required due to legal requirements within such releasejurisdiction.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of If the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a another Domestic Restricted Subsidiary that directly or indirectly owns Capital Stock of after the CompanyIssue Date, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, will (i1) cause that newly acquired or created Domestic Restricted Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture pursuant to which it becomes a Guarantor, (2) cause that newly acquired or created Domestic Restricted Subsidiary to execute and deliver to the Trustee and the Collateral Agent amendments to the Collateral Agreements or additional Collateral Agreements and take such other actions as may be necessary to grant to the Collateral Agent, for the benefit of the Holders, a perfected Lien in the assets other than Excluded Collateral of such Domestic Restricted Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions or such other actions as may be required by the Collateral Agreements; (ii)3) cause that newly acquired or created Domestic Restricted Subsidiary to execute an amendment or supplement to the Registration Right Agreement pursuant to which it becomes a party thereto; (4) cause that newly acquired or created Domestic Restricted Subsidiary to take such actions necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of the Holders a perfected Lien in the assets other than Excluded Collateral of such new Domestic Restricted Subsidiary, if subject to Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Trustee, Collateral Agent; (5) cause that newly acquired or created Domestic Restricted Subsidiary to take such further action and execute and deliver such other documents reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (6) deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following , in each case within 30 Business Days of the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if date on which the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (Domestic Restricted Subsidiary was acquired or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17)created; provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Domestic Restricted Subsidiary that existed at the constitutes an Immaterial Subsidiary need not become a Guarantor until such time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a as it ceases to be an Immaterial Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect to such release.”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary The Parent will, on the date it furnishes an annual report to the holders of the Company Notes pursuant to Section 4.03(a)(i), cause each of its Restricted Subsidiaries that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary a Guarantor and is a Material Company as of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent acquires or creates a Subsidiary that directly or indirectly owns Capital Stock end of the Company, then the Company or Parent, as applicable, will, within 20 Business Days after the date on which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created Subsidiary most recently completed fiscal year to become a Guarantor of the Notes of this Series and to execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following Trustee on such date. (b) Each additional Note Guarantee of such Restricted Subsidiary will be limited as necessary to recognise certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the occurrence rights of an Investment Grade Event Electioncreditors generally) or other considerations under applicable law. (c) Notwithstanding the foregoing, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall not be obligated to cause such of its non-guarantor Subsidiaries Restricted Subsidiary to Guarantee the Notes to the extent that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note such Guarantee by such non-guarantor Subsidiaries Restricted Subsidiary would reasonably be expected to give rise to or result in a violation of applicable law which, in any case, cannot be prevented or otherwise avoided through measures reasonably available to the Parent or the Restricted Subsidiary or any liability for the officers, directors or shareholders of such Restricted Subsidiary. (each d) Any such Restricted Subsidiary will, simultaneously with the execution of such supplemental indenture, pledge all of its existing and future assets to secure its Note Guarantee, and the Parent will cause all of the Capital Stock in such Restricted Subsidiary owned by the Parent and its Restricted Subsidiaries to be pledged to secure the Notes and the Note Guarantees. The form of such supplemental indenture is attached as Exhibit E hereto. (e) Notwithstanding the foregoing: (i) in no event will a “Post-Release Event Note Guarantee”) such that Restricted Subsidiary formed solely for the aggregate principal amount purpose of Specified Indebtedness of all other non-guarantor Subsidiaries holding one or more assets or properties that are not Excluded Subsidiaries to be financed, in whole or in part, with Indebtedness incurred pursuant to clauses (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness iv) or (xiv) of an “Unrestricted Subsidiary” (or the equivalent thereofSection 4.09(b) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect be required to the provision of Post-Release Event Note Guarantees become a Guarantor pursuant to this Section 4.174.18 if the only assets and properties (other than assets that are de minimis in value) owned by such Restricted Subsidiary are financed, in whole or in part, with Indebtedness incurred pursuant to clauses (iv) or (xiv) of Section 4.09(b) for so long as any such Indebtedness remains outstanding and an obligation of such Restricted Subsidiary (it being understood that promptly upon the retirement or repayment of such Indebtedness or the assumption of such Indebtedness by a Person other than such Restricted Subsidiary, such Restricted Subsidiary shall become a Guarantor pursuant to this Section 4.18 (to the extent it would otherwise be required to do so)); provided and (ii) to the extent that any Person that becomes a Restricted Subsidiary after the Issue Date as a result of the acquisition of such Person by a Restricted Subsidiary of the Parent (iother than Red Football Junior Limited) and such Person will have outstanding, following the consummation of such acquisition, Indebtedness permitted to be incurred pursuant to clause (xii) of Section 4.09(b) and such Person would be required to obtain the consent of the holders of such Indebtedness to become a Guarantor or grant security pursuant to this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time 4.18, then such Person became need not become a Subsidiary Guarantor for so long as any such Indebtedness remains outstanding and an obligation of Parent such Person (including any Specified it being understood that promptly upon the retirement or repayment of such Indebtedness incurred in connection with, or in contemplation ofthe assumption of such Indebtedness by a Person other than such Person, such Person becoming shall become a Subsidiary, so long as Parent and its Subsidiaries Guarantor pursuant to this Section 4.18 (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold it would not otherwise be exceeded after giving effect required to such releasedo so)).”

Additional Note Guarantees. of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of If the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a another Wholly Owned Domestic Restricted Subsidiary that directly or indirectly owns Capital Stock after the date of the Companythis Indenture, then the Company that newly acquired or Parent, as applicable, will, created Domestic Restricted Subsidiary will within 20 Business Days after 30 days of the date on which it becomes an obligor with respect to any of the foregoing, was acquired or reasonably promptly thereafter, created (i) cause execute and deliver to the trustee a supplemental indenture substantially in the form of Exhibit F hereto pursuant to which such Wholly Owned Domestic Restricted Subsidiary will Guarantee the Notes, (ii) execute and deliver to the Collateral Agent joinder agreements or other similar agreements with respect the Collateral Documents and (iii) deliver to the Trustee an Opinion of Counsel that newly acquired such supplemental indenture and other documents required to be delivered pursuant to clause (ii) above have been duly authorized, executed and delivered and constitute legally valid and binding and enforceable obligations (subject to customary qualifications and exceptions); provided that any Wholly Owned Foreign Restricted Subsidiary that enters into a Guarantee of any Indebtedness of the Company or created Subsidiary any Guarantor shall be required to become a Guarantor of the Notes of this Series and execute a supplemental indenture and (ii), if requested by the Trustee, deliver an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event Election, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17); provided that satisfy clauses (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as the Company may designate such that the Guarantee Threshold would not be then exceeded and (iii) of this paragraph within 30 days of entering into such Guarantee; provided further that (i) any Wholly Owned Domestic Restricted Subsidiary that constitutes an Immaterial Subsidiary or an Excluded Regulated Subsidiary need not become a Post-Release Event Note Guarantee Guarantor until such time as it ceases to be an Immaterial Subsidiary or an Excluded Regulated Subsidiary, as applicable and (ii) neither GETCO Investments LLC nor GETCO Strategic Investments, LLC shall be released required to be a Guarantor until such time as it ceases to be an “investment company” that is required to be registered under the Investment Company Act of 1940, as amended, and the rules and regulations of the SEC thereunder, as a result of being a Guarantor. Notwithstanding anything to the extent contrary in the Guarantee Threshold would foregoing, if the Hotspot Sale has not occurred on or prior to the Hotspot Deadline, then, on such date, each of the Hotspot Entities shall be exceeded after giving effect required to (a) be designated a Restricted Subsidiary in accordance with Section 4.20 hereof and (b) become a Guarantor and satisfy clauses (i), (ii) and (iii) of the preceding paragraph; provided that any Hotspot Entity that constitutes an Immaterial Subsidiary need not become a Guarantor until such releasetime as it ceases to be an Immaterial Subsidiary.”

Additional Note Guarantees. of If any Restricted Subsidiary attains, or if the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of an Investment Grade Event Election with respect to each series of Notes, if (a) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent Issuers or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a Restricted Subsidiary that directly or indirectly owns Capital Stock has, after the date hereof, Total Assets of the Companyat least $2.5 million, then the Company or Parent, as applicable, willIssuers shall cause any such Restricted Subsidiary to, within 20 Business Days after of the date on which it becomes an obligor with respect to any such Restricted Subsidiary attained Total Assets of the foregoing, at least $2.5 million or reasonably promptly thereafterwas acquired or created, (ia) cause that newly acquired or created Subsidiary execute and deliver to become a Guarantor of the Notes of this Series and execute Trustee a supplemental indenture and supplemental Collateral Documents in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on a senior secured basis, all of the Issuers' obligations under the Notes, this Indenture and the Collateral Documents on the terms set forth in this Indenture and (ii), if requested by b) deliver to the Trustee, deliver Trustee an Opinion of Counsel reasonably satisfactory that, subject to the Trustee. Following the occurrence of an Investment Grade Event Electioncustomary assumptions and exclusions, with respect to each series of Notes, if the aggregate principal amount of Indebtedness for Borrowed Money of non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, execute and deliver a supplemental indenture providing for and supplemental Collateral Documents have been duly executed and delivered by such Restricted Subsidiary. Any Restricted Subsidiary that becomes a Guarantor shall remain a Guarantor unless designated an Unrestricted Subsidiary by the Issuers in accordance with this Indenture or is otherwise released from its obligations as a Guarantor pursuant to Section 11.06 hereof. Any Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that the aggregate principal amount of Specified Indebtedness of all other non-guarantor Subsidiaries that are not Excluded Subsidiaries (excluding any Specified Indebtedness under any Permitted Receivables Financing executed and any Specified Indebtedness of an “Unrestricted Subsidiary” (or the equivalent thereof) under the Credit Agreement or Permitted Receivables Financing Subsidiary) that is incurred or issued and outstanding does not exceed the Guarantee Threshold (after giving effect to the provision of Post-Release Event Note Guarantees pursuant to delivered in accordance with this Section 4.17); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Subsidiary that existed at the time such Person became a Subsidiary of Parent (including any Specified Indebtedness incurred in connection with, or in contemplation of, such Person becoming a Subsidiary, so long as Parent and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence of an Investment Grade Event Election, then such Investment Grade Event Election 11.02 shall be deemed not to have occurred with respect to the release secured by a Lien or charge on all Collateral of such Note Guarantees as the Company may designate Guarantor. Any such that the Guarantee Threshold would not be then exceeded and (iii) a Post-Release Event Note Guarantee shall be released if the Issuers or their Restricted Subsidiaries cease to own any Equity Interests in such Restricted Subsidiary or if such Restricted Subsidiary becomes an Unrestricted Subsidiary in accordance with the extent the Guarantee Threshold would not be exceeded after giving effect terms of this Indenture or is otherwise released from its obligations as a Guarantor pursuant to such releaseSection 11.06 hereof.”