Common use of Additional Note Guarantees Clause in Contracts

Additional Note Guarantees. Section 4.17 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. Section 4.17 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 to in accordance with the Trustee. Following the occurrence requirements 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 4.1712.2(a); provided that (i) this Section 4.17 shall not be applicable to any Specified Indebtedness of any Domestic 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 Domestic Restricted Subsidiary, so long as Parent and its Subsidiaries the case may be, that constitutes an Immaterial Subsidiary need not comply with clauses (other than a) through (d) above until such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) if the Guarantee Threshold would time as it ceases to 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 Immaterial 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 release.”Exhibit B hereto. If any Spectrum Entity acquires or creates an Exempt Joint Venture then:

Additional Note Guarantees. Section 4.17 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. Section 4.17 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. Section 4.17 of 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 Issuer or any Subsidiary of Parent its Restricted Subsidiaries acquires or creates a another Domestic 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, Issuer will (i1) cause that newly acquired or created Domestic Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture pursuant to which it will become a Guarantor, (2) cause the newly acquired or created Domestic Subsidiary to execute and deliver to the Trustee and the Collateral Agent amendments to the Security Documents, additional Security Documents and Intercreditor Agreement, and take such other action as may be necessary or advisable in the determination of the Collateral Agent to grant to the Collateral Agent, for the benefit of the holders, a perfected Lien in the assets (ii)other than Excluded Assets) of such Domestic Subsidiary to have such assets included as Collateral, if including the filing of Uniform Commercial Code financing statements in such jurisdiction or such other actions as may be required by the Security Documents, (3) cause that newly acquired or created Domestic Subsidiary to take such actions necessary or as the Collateral Agent reasonably determines to be necessary or advisable to grant to the Collateral Agent for the benefit of the holders a perfected Lien in the assets (other than Excluded Assets) of such new Domestic Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdiction as may be required by the Security Documents or by law or as may be reasonably requested by the TrusteeCollateral Agent, (4) cause that newly acquired or created Domestic 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 (5) deliver an Officers’ Certificate and an Opinion of Counsel reasonably satisfactory to the Trustee. Following the occurrence of an Investment Grade Event ElectionTrustee and Collateral Agent, with respect to in 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 tocase, within 60 days30 days of the date on which the Domestic Subsidiary was acquired or created as contemplated by this Indenture, execute Security Documents 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 releaseIntercreditor Agreement.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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. Section 4.17 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 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 release to the extent the Guarantee Threshold would not be exceeded after giving effect Restricted Subsidiaries pursuant to such releaseSection 4.09 hereof.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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. Section 4.17 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 NotesIf any Restricted Subsidiary attains, or 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 its Restricted Subsidiaries acquires or creates a Restricted Subsidiary that directly or indirectly owns Capital Stock has, after the date hereof, a Tangible Consolidated Net Worth of the Companyat least $2.5 million, then the Company or Parent, as applicable, willshall 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 a Tangible Consolidated Net Worth 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 Company's 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 Company 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 Company or its 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. Section 4.17 of the Base Indenture shall be amended and restated in its entirety as follows: “Prior to the occurrence of The Issuer will cause each Restricted Subsidiary that is not then an Investment Grade Event Election with respect to each series of Notes, if Issuer or a Guarantor that (a) incurs any Wholly-Owned Subsidiary Indebtedness under any of the Company that is not an Excluded Subsidiary becomes an obligor with respect Credit Agreement, any First Lien Obligations, any Junior Lien Obligations or any other Indebtedness incurred pursuant to Section 4.09(b)(1) or (b) Guarantees any Indebtedness of the Issuer or any Guarantor 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 First Lien Obligations, any capital markets debt securities in an aggregate principal amount in excess of $500.0 million or (c) Parent Junior Lien Obligations 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, willother Indebtedness incurred pursuant to Section 4.09(b)(1), within 20 Business Days after thereof, to execute and deliver to the date on Trustee a supplemental indenture pursuant to which it becomes an obligor with respect to any of the foregoing, or reasonably promptly thereafter, (i) cause that newly acquired or created such Restricted Subsidiary to shall become a Guarantor of the Notes of under 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 Indenture providing for a Note Guarantee by such non-guarantor Subsidiaries (each such Note Guarantee, a “Post-Release Event Note Guarantee”) such that Restricted Subsidiary on 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 terms 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 conditions as those set forth in this Indenture and outstanding does not exceed the Guarantee Threshold (after giving effect applicable to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17)other Guarantors; provided that (i) this Section 4.17 shall paragraph will 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 that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Notwithstanding the foregoing, so long the Note Guarantee by a Guarantor that is a Restricted Subsidiary of the Issuer will be automatically released as Parent set forth under Article 10. Each Restricted Subsidiary that becomes a Guarantor on or after the date of this Indenture will also become a party to the Security Documents, including the First Lien Intercreditor Agreement, and its Subsidiaries will within 30 days of guaranteeing the payment of any Indebtedness of the Issuer or any other Guarantor incurred under any Indebtedness 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 (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtednesssubject to Permitted Liens), (ii) if in each case, in the Guarantee Threshold would be exceeded immediately after giving effect manner and to the occurrence extent set forth in the Security Documents and this Indenture in properties and assets of an Investment Grade Event Electionthe type constituting Collateral as security for the Notes or the Note Guarantees, then such Investment Grade Event Election 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 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. Section 4.17 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 acquires or creates or redesignates another Domestic Subsidiary that is not an Unrestricted Subsidiary after the Issue Date or (b) any Subsidiary of the Company that is not an Excluded Subsidiary a Guarantor guarantees or otherwise becomes an obligor with respect to on any Indebtedness under the Credit Agreement, (b) any Wholly-Owned Subsidiary of the Company or any Guarantor, then the Company shall cause that is not an Excluded newly acquired or created Domestic 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 Parentis such an obligor, as applicable, willto, within 20 10 Business Days after the date on which it was acquired or created or redesignated or becomes such an obligor with respect obligor, as applicable: (1) become a Guarantor and execute and deliver to any of the foregoing, or reasonably promptly thereafter, Trustee (i) cause that newly acquired or created Subsidiary to become a Guarantor of the Notes of this Series and execute a supplemental indenture pursuant to which such Domestic Subsidiary that is a Restricted Subsidiary shall guarantee the Note Obligations on the terms set forth in Article Ten of this Indenture and (ii)) a supplement to the Intercreditor Agreement and the Security Agreement and such other Collateral Documents as may be applicable, in the case of clause (i) or (ii) in form reasonably satisfactory to the Trustee; (2) cause such instruments and Uniform Commercial Code financing statements to be filed and recorded in such jurisdictions and take such other actions as may be required by applicable law to perfect the Note Lien created under the Security Agreement and such other Collateral Documents, if requested any, on the Specified Assets and other After-Acquired Property owned by such Subsidiary; and (3) deliver to the Trustee, deliver Trustee an Opinion of Counsel reasonably satisfactory to the Trustee. Following Trustee addressed to the occurrence Trustee and covering, among other things, the authorization, execution and delivery by such Subsidiary of an Investment Grade Event Election, with respect such supplemental indenture and supplements to each series such Collateral Documents and the validity and enforceability against such Subsidiary of Notes, if this Indenture (including the aggregate principal amount Note Guarantee 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 such 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 Collateral Documents and the perfection of the Note Guarantees as the Company may designate such that the Guarantee Threshold would not Liens purported to 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 releasecreated thereby.”

Additional Note Guarantees. Section 4.17 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 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 release to the extent the Guarantee Threshold would not be exceeded after giving effect Restricted Subsidiaries pursuant to such releaseSection 4.09 hereof.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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 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.”event:

Additional Note Guarantees. Section 4.17 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 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 give effect to the provision of Post-Release Event Note Guarantees pursuant to this Section 4.17)foregoing; provided provided, however, that (i) this Section 4.17 a Restricted Subsidiary that is not a Wholly Owned Subsidiary shall not be applicable required to any Specified Indebtedness of any Subsidiary that existed at Guarantee 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) Notes if the Board of Directors of such Restricted Subsidiary determines in good faith that such 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 inconsistent 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 law.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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. Section 4.17 If, on or after the Issue Date: (1) Holdings 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 Credit Agreement, (b) any Wholly-Owned Subsidiary Facilities of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect Issuer or a Guarantor (other than Indebtedness owing to Holdings or any capital markets debt securities of its Restricted Subsidiaries) in an aggregate principal amount in excess of greater than or equal to $500.0 million 150.0 million; or (c2) Parent or any Subsidiary of Parent acquires or creates a Subsidiary Holdings that directly or indirectly owns Capital Stock Guarantees any Indebtedness under Credit Facilities of the CompanyIssuer or a Guarantor (other than Indebtedness owing to Holdings or any of its Restricted Subsidiaries) in an aggregate principal amount greater than or equal to $150.0 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 and (ii) execute a supplemental indenture substantially in the form of Exhibit I within 30 Business Days of the Notes date on which it was acquired or created or became an Additional Obligor. In addition, in the event of this Series the release of the Note Guarantee given by Xxxxx Xxxxxx International Group Limited in connection with a Permitted Reorganization, its Replacement Entity shall promptly thereafter become a Guarantor and execute a supplemental indenture substantially in the form of Exhibit I. 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 release.”transaction 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. 72

Additional Note Guarantees. Section 4.17 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. Section 4.17 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 applicable Collateral Documents necessary in order to grant to the Collateral Agent for the benefit of the Holders a perfected first priority security interest, subject to the Intercreditor Agreement and Permitted Liens, in the assets (other than Excluded Property) of such Note Guarantees Restricted Subsidiary or Domestic Restricted Subsidiary, as the Company case may designate be, including the filing of UCC financing statements in such that jurisdictions as may be required by the Guarantee Threshold would not be then exceeded Collateral Documents, as and (iii) a Post-Release Event Note Guarantee shall be released when required thereby, and delivering to the extent Collateral Agent the Guarantee Threshold would not be exceeded after giving effect certificates, if any, representing all of the Equity Interests of such acquired or created Restricted Subsidiary or Domestic Restricted Subsidiary, as the case may be, 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 Restricted Subsidiary or Domestic Restricted Subsidiary, as the case may be, to the Issuer or any Guarantor together with instruments of transfer executed and delivered in blank by a duly authorized officer of the Issuer or such releaseGuarantor.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 On the Issue Date, each of the Base Indenture shall be amended Guarantors will Guarantee the Notes in the manner and restated on the terms set forth in ARTICLE X hereof. After the Issue Date, the Company will cause each of its entirety as follows: “Prior to the occurrence of domestic Restricted Subsidiaries (other than any domestic Restricted Subsidiary that is a Receivable Subsidiary) that (1) is not an Investment Grade Event Election with respect to each series of NotesImmaterial Subsidiary, if (2) is a borrower under any Material Debt Facility or (3) Guarantees (a) any Wholly-Owned Subsidiary Debt of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, 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 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 Debt of the Company’s domestic Restricted Subsidiaries, then in the Company case of either (a) or Parent(b), incurred under any Material Debt Facility, to Guarantee the Notes. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as applicableit relates to such Restricted Subsidiary, will, within 20 Business Days voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Person that becomes a Guarantor 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 Issue Date shall also 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 party 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 applicable Security Documents 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, as promptly as practicable execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries security instruments, financing statements, mortgages, deeds of trust (in each such Note Guaranteecase, 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 or such later date as required by SECTION 4.22), certificates and opinions of counsel (subject to SECTION 4.22(iv), to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Collateral Trustee a perfected first-priority security interest (subject to Permitted Liens) 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 Security Documents and this Indenture, and thereupon all provisions 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 same force and effect. Each Guarantee Threshold would not will be exceeded after giving effect released pursuant to such releaseSECTION 10.6 and 10.7.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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. Section 4.17 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. Section 4.17 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 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; provided, however, that none of New Gold Canada Inc., Rockcliff Group Limited and Western Goldfields Inc. (each, a “Dissolving Entity”) shall be required to any Indebtedness Guarantee the Notes as a result of being a guarantor 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 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, Facility so long 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 the Company is continuing to pursue in good faith the dissolution or created Subsidiary to become a Guarantor winding up 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)Dissolving Entity, (ii) if such Dissolving Entity does not guarantee any Indebtedness (other than the Guarantee Threshold would be exceeded immediately after giving effect to Senior Credit Facility, the occurrence of an Investment Grade Event Election2020 Senior Notes and the 2022 Senior Notes), 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) such Dissolving Entity does not hold assets with a Post-Release Event Note fair market value greater than $10,000; provided, further, however, that a Restricted Subsidiary shall not be required to Guarantee shall 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 released inconsistent with applicable law or (ii) if such Restricted Subsidiary is prohibited from guaranteeing any Indebtedness pursuant to the extent the Guarantee Threshold would terms of any Acquired Indebtedness for so long as such Acquired Indebtedness remains outstanding and such Restricted Subsidiary does not be exceeded after giving effect to such releaseIncur any Indebtedness other than Acquired Indebtedness.”

Additional Note Guarantees. Section 4.17 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, if any Wholly-Owned Restricted Subsidiary of the Company that is not an Excluded Subsidiary becomes an obligor with respect to (other than the Issuers or any Indebtedness under the Credit Agreement, (bGuarantor) guarantees any Wholly-Owned Subsidiary Debt of the Company that is not an Excluded Subsidiary and that is not an Unrestricted Subsidiary becomes an obligor with respect to Company, the Issuers or any Guarantor under any Syndicated Facility (including the Super Senior Revolving Credit Facility or any other syndicated credit facility) or capital markets debt securities Debt in an aggregate principal amount in excess of $500.0 million or (c) Parent or any 35 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, shall 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, 30 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 Restricted 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 4.14 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. (b) Notwithstanding anything to the extent contrary in this Indenture, any Note Guarantee issued by any Subsidiary may be modified as necessary or appropriate to (1) comply with applicable law, (2) avoid any general legal limitations and to recognize certain defenses generally available to guarantors such as general statutory limitations, fraudulent conveyance or transfer, voidable preference, 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 Principles”), in each case as determined by the Company in its good faith discretion. (c) [reserved] (d) Future Note Guarantees granted pursuant to this provision shall be released as set forth in Section 10.09. In addition, a Note Guarantee of a future Guarantor granted pursuant to this Section 4.14 will be deemed to provide by its terms that it shall be automatically and unconditionally released and discharged (x) if at the date of such release there is no Debt of such Guarantor outstanding which was Incurred after the Issue Date and which could not be exceeded after giving effect 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 or (y) with the release of all such future Guarantor’s Note Guarantee or other assumptions of liability for any Syndicated Facility or capital markets Debt of an Issuer or any Guarantor that required the granting of a Note Guarantee pursuant to this provision by such releasefuture Guarantor. The Trustee and the Security Agent shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Issuers 94 to evidence any release of a Note Guarantee in accordance with these provisions, subject to customary protections or indemnifications. Section 4.15.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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 (other than the Issuer and Excluded Subsidiaries (except any Excluded Subsidiary which becomes a guarantor under the 2024 Credit Agreement in accordance with the terms of the 2024 Credit Agreement)) 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 Guarantor becomes a guarantor or indirectly owns Capital Stock obligor in respect of the Company, then the Company or Parent, as applicable, willany Triggering Indebtedness, within 20 ten (10) Business Days after of such event the date on which it becomes an obligor with respect Parent will cause such Restricted Subsidiary to any of the foregoing, or reasonably promptly thereafter, (i) enter into a supplemental indenture pursuant to which such Restricted Subsidiary shall agree to Guarantee the Issuer’s Obligations under the Notes, fully and unconditionally and on a senior basis, and (ii) to the extent any assets of such Restricted Subsidiary are assets of the type which would constitute Collateral under the Security Documents, enter into such amendments, supplements or other instruments in such jurisdictions as may be required by applicable law to cause that newly acquired such assets to be made subject to the Lien of the applicable Security Documents, together with such financing statements or created comparable documents to the extent required by and subject to the limitations set forth herein and in the Agreed Security Principles and the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions. The Parent also may, at any time, cause a Subsidiary (other than the Issuer) to become a Subsidiary Guarantor by (i) executing and delivering a supplemental indenture in the form of Exhibit E attached to this Indenture providing for the Guarantee of payment of the Notes of by such Subsidiary on the basis provided in this Series and execute a supplemental indenture Section 4.18 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 any assets of such Subsidiary are assets of the Guarantee Threshold type which would not constitute Collateral under the Security Documents, enter into such amendments, supplements or other instruments in such jurisdictions as may be exceeded after giving effect required by applicable law to cause such releaseassets to be made subject to the Lien of the applicable Security Documents, together with such financing statements or comparable documents to the extent required by and subject to the limitations set forth herein and in the Applicable Security Principles and the Security Documents, as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions.”

Additional Note Guarantees. Section 4.17 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 Restricted Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary) , enforceable in accordance with its terms (subject to customary exceptions). Without limiting the foregoing, anyThe Company will cause each Restricted Subsidiary that is incurred or issued and outstanding exceeds $2,000.0 million (a Foreign Subsidiary of Holdings may be designated as a Guarantor by Holdings in its sole discretionthat guarantees the “Guarantee Threshold”), then Parent shall cause such of its non-guarantor Subsidiaries that are not Excluded Subsidiaries to, within 60 days, Senior Secured Credit Facility to execute and deliver to the Trustee a supplemental indenture providing for (in the form attached as Exhibit E hereto) in which such Restricted Subsidiary will unconditionally guarantee, on a Note Guarantee joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior unsecured basis and to deliver an Opinion of Counsel to the Trustee within 30 days of the date on which such Restricted Subsidiary that is a Foreign Subsidiary guaranteed the Senior Secured Credit Facilities, stating that such supplemental indenture has been duly authorized, executed and delivered by such non-guarantor Subsidiaries Restricted Subsidiary and constitutes a valid and binding agreement of such Restricted Subsidiary, enforceable in accordance with its terms (each such Note Guaranteesubject to customary exceptions including those specified in Section 4.16(c) below). Notwithstanding the foregoing, 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 in the event that any Domestic Restricted Subsidiary, which is a Guarantor, has no material Indebtedness, has no Indebtedness under Credit Facilities and is released and discharged in full from all of its obligations under guarantees of the Company or any Guarantor, then the Guarantee 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 4.17 shall not be applicable to any Specified 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 any Subsidiary that existed the exceptions available at the time of 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 release to Restricted Subsidiaries pursuant to Section 4.09 hereof. and its Subsidiaries (other than such Person and its Subsidiaries) are not obligors under such Specified Indebtedness), (ii) in the event that any Foreign Subsidiary, which is a Guarantor, has no Indebtedness under the Senior Secured Credit Facilities and is released and discharged in full from all of its obligations under guarantees thereunder, then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged; provided, however, that if the Guarantee Threshold would be exceeded immediately after giving effect to Company or such Guarantor requests that the occurrence Trustee take any action, including the execution or delivery of an Investment Grade Event Electionany instrument evidencing any release or termination, then such Investment Grade Event Election shall be deemed not to have occurred with respect to the release of such Note Guarantees as or discharge, the Company may designate shall provide an Officer’s Certificate and Opinion of Counsel each stating that: (i) such that release, termination or discharge is authorized or permitted by the Guarantee Threshold would not be then exceeded terms of the Indenture and the Notes, and (iiiii) a Post-Release Event Note Guarantee shall be released to the extent the Guarantee Threshold would not be exceeded after giving effect all conditions precedent to such release, termination or discharge have been satisfied.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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. Section 4.17 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. Section 4.17 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.”

Additional Note Guarantees. Section 4.17 If any one of Parent’s 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 (aCompany) any Wholly-Owned Subsidiary of the Company 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 Guarantor under any syndicated Credit Facility or Capital Markets Indebtedness, that Subsidiary shall (i) 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 Parent acquires or creates is a Canadian Note Guarantor, a Canadian Note Guarantee, pursuant to which such Subsidiary that directly or indirectly owns Capital Stock 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, 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 in each case as determined by Parent shall cause such of in 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 releasesole discretion.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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. Section 4.17 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 Issuer shall cause each Restricted Subsidiary of the Company that is not an Excluded Subsidiary provides a Guarantee or otherwise becomes an obligor with respect to any Indebtedness under the Existing Notes or the Credit AgreementAgreement or, (b) if the Credit Agreement is no longer in effect, any Wholly-Owned Material Credit Facility, to execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Company that is not an Excluded Subsidiary Notes on the same terms and that is not an Unrestricted Subsidiary becomes an obligor with respect to any capital markets debt securities conditions as those set forth in an aggregate principal amount in excess this Indenture by the later of $500.0 million or (ci) 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 10 Business Days after the date on which it becomes such Restricted Subsidiary providing a Guarantee or otherwise becoming an obligor with respect to any of under the foregoing, Existing Notes 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 Material Credit Facility, as applicable and (ii) the Issue Date; provided, that if such Restricted Subsidiary) that is incurred ’s execution and delivery of such a Guaranty Agreement requires the consent or issued and outstanding exceeds $2,000.0 million (the “Guarantee Threshold”)approval of a third party, then Parent this clause (a) shall cause be deemed satisfied with respect to such Restricted Subsidiary so long as the Issuer or such Restricted Subsidiary has used or is using commercially reasonable efforts to obtain such consent, regardless of its non-guarantor Subsidiaries that are not Excluded Subsidiaries towhether such consent or approval has been obtained. If at any time, 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 none 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 any Material Credit Facility is in effect, the Issuer will cause each Significant Subsidiary) that is incurred or issued , other than any Excluded Subsidiary, to execute and outstanding does not exceed the Guarantee Threshold (after giving effect deliver to the provision of Post-Release Event Note Guarantees Trustee a Guaranty Agreement pursuant to which such Significant Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in this Section 4.17)Indenture as promptly as practicable; provided provided, that (i) if a Significant Subsidiary’s execution and delivery of a Guaranty Agreement requires the consent of a third party, then this Section 4.17 provision shall not be applicable deemed satisfied with respect to any Specified Indebtedness of any such Significant 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 the Issuer or such Person and its Subsidiaries) are not obligors under Significant Subsidiary has used or is using commercially reasonable efforts to obtain such Specified Indebtedness)consent, (ii) if the Guarantee Threshold would be exceeded immediately after giving effect to the occurrence regardless of an Investment Grade Event Election, then whether 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 releaseconsent has been obtained.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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. Section 4.17 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. Section 4.17 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. Section 4.17 On the Issue Date, each of the Base Indenture shall be amended Guarantors will Guarantee the Notes in the manner and restated on the terms set forth in its entirety as follows: “Prior to ARTICLE X hereof. After the occurrence of an Investment Grade Event Election with respect to each series of NotesIssue Date, if any of the Company’s domestic Restricted Subsidiaries (other than any domestic Restricted Subsidiary that is a Receivable Subsidiary or an Immaterial Subsidiary), (1) becomes a borrower under any Material Debt Facility or (2) Guarantees (a) any Wholly-Owned Subsidiary Debt of the Company that is not an Excluded Subsidiary becomes an obligor with respect to any Indebtedness under the Credit Agreement, 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 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 Debt of the Company’s domestic Restricted Subsidiaries, in the case of either (a) or (b), incurred under any Material Debt Facility, then the Company or Parentshall, within 15 days of such event, cause such Restricted Subsidiary to Guarantee the Notes. Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as applicableit relates to such Restricted Subsidiary, will, within 20 Business Days voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Person that becomes a Guarantor 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 Issue Date shall also 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 party 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 applicable Security Documents 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, as promptly as practicable execute and deliver a supplemental indenture providing for a Note Guarantee by such non-guarantor Subsidiaries security instruments, financing statements, mortgages, deeds of trust (in each such Note Guaranteecase, 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 or such later date as required by SECTION 4.22), certificates and opinions of counsel (subject to SECTION 4.22(iv), to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Collateral Trustee a perfected first-priority security interest (subject to Permitted Liens) in properties and assets of such Note Guarantees Guarantors that constitute Collateral as the Company may designate security for 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 Security Documents and this Indenture, and thereupon all provisions of this Indenture and the applicable Security Documents relating to the Collateral shall be released deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Guarantee Threshold would not will be exceeded after giving effect released pursuant to such releaseSECTION 10.6 and 10.7.”

Additional Note Guarantees. Section 4.17 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. Section 4.17 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