Common use of Additional Subsidiary Guarantees Clause in Contracts

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If (a) If, after the Partnership or date of this Indenture, (a) any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after becomes an obligor (whether as borrower or guarantor) under the Issue Date that guarantees Credit Agreement, or (b) any Indebtedness of either of the Issuers, then that newly acquired or created Unrestricted Subsidiary is redesignated a Restricted Subsidiary must become a in accordance with the definition of “Unrestricted Subsidiary,” and such Restricted Subsidiary Guarantor is an obligor (whether as borrower or guarantor) under the Credit Agreement, then, in any such case, Parent shall cause such Restricted Subsidiary to: (i) execute and execute deliver to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee and deliver an Opinion of Counsel pursuant to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute unconditionally guarantee all of the Company’s obligations under the Securities and this Indenture on the terms set forth in Article Eleven, and (ii) a notation of Guarantee set forth in Exhibit E hereto; provided, however, that such Guarantor’s Guarantee may contain limitations substantially consistent with any limitations contained in such Guarantor’s guarantee of Indebtedness under the Credit Agreement; and (ii) deliver a to the Trustee one or more opinions of counsel that such supplemental indenture (and such Guarantee. The Partnership will not permit any of its Restricted Subsidiaries) (i) has been duly authorized, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless executed and delivered by such Restricted Subsidiary simultaneously executes and delivers (ii) constitutes a supplemental indenture providing for the guarantee valid and legally binding obligation of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with enforceable against such Restricted Subsidiary's guarantee Subsidiary in accordance with its terms, subject, in the case of clause (ii), to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or pledge other similar laws now or hereafter in effect relating to secure creditors’ rights generally, (b) general principles of equity and the discretion of the court before which any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding in equity or at law) and (c) in the case of any Restricted Subsidiary organized outside of the United States, such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case qualifications as are customary under the Guarantee laws of the Notes may be subordinated to the guarantee its jurisdiction of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeorganization.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary shall, after the Issue Date that guarantees Date, acquire or create another Significant Subsidiary or if any Indebtedness of either of the Issuersother Restricted Subsidiary shall become such, then that newly acquired or created Restricted such Significant Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory in substantially the form of Exhibit E hereto and delivering it to the Trustee and deliver Trustee, together with a notation of Subsidiary Guarantee, an Opinion of Counsel and an Officers’ Certificate, in accordance with the terms of Section 10.02 of this Indenture; provided, however, that this requirement shall not apply to a Significant Subsidiary that is also a Foreign Subsidiary. If, after the Issue Date, any Restricted Subsidiary of the Company (including a Foreign Subsidiary) that is not already a Guarantor shall guarantee any other Indebtedness of the Company or any Indebtedness of a Domestic Subsidiary, then that Subsidiary shall become a Guarantor by executing a supplemental indenture in substantially the form of Exhibit E hereto and delivering it to the Trustee Trustee, together with a notation of Subsidiary Guarantee, an Opinion of Counsel and an Officers’ Certificate, in accordance with the terms of such Section 10.02, within 10 ten Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, guaranteed such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it (other than a Significant Subsidiary) shall be automatically and unconditionally released released, as provided in Section 10.05 hereof, upon the release or discharge of its guarantee of all other Indebtedness of the guarantee which resulted in the creation Company or any of such Restricted Subsidiary's Subsidiary Guaranteeits Domestic Subsidiaries, except a release or discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Restricted Domestic Subsidiary that is a Wholly-Owned Subsidiary after the Issue Date that guarantees any Indebtedness of either of the IssuersDate, other than an Excluded Subsidiary, then that newly acquired or created Restricted Domestic Subsidiary must that is a Wholly-Owned Subsidiary will become a Subsidiary Guarantor and execute and deliver a supplemental indenture satisfactory to in substantially the Trustee and deliver an Opinion form of Counsel to Exhibit D hereto as promptly as possible after the Trustee within 10 Business Days end of the date on fiscal quarter in which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership Company will not permit any of its Restricted Subsidiaries, directly or indirectly, Domestic Subsidiary that is a non-Wholly-Owned Subsidiary to guarantee or pledge any assets to secure Indebtedness under the payment of Credit Agreement, any other Indebtedness credit agreement, bank facility, term loan or any capital markets securities of either Issuer the Company or a Guarantor unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture and delivers an Opinion of Counsel in form satisfactory to the Trustee as promptly as possible after the end of the fiscal quarter in which it guarantees such Indebtedness providing for the guarantee of the payment of the Notes a Guarantee by such Restricted Subsidiary: (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, which the Guarantee under the supplemental indenture shall be senior subordinated to or pari passu with such Restricted Subsidiary's ’s guarantee of or pledge with respect to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt substantially to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the foregoingNotes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; provided that this Section 4.12 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary that and was not incurred pursuant to this paragraph shall provide by its terms that it in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any such Guarantee shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted as provided in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeSection 10.04.

Additional Subsidiary Guarantees. If Upon the Partnership formation or acquisition of any of its newly Wholly Owned Restricted Subsidiaries acquires (including, for the avoidance of doubt, the Issuer’s Professional Services Affiliates) by the Issuer or creates another Guarantor that is not an Excluded Subsidiary, then in each case such Restricted Subsidiary after shall (i) execute and deliver to the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor Trustee and execute Collateral Agent a supplemental indenture in form reasonably satisfactory to the Trustee and the Collateral Agent pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, (ii) execute and deliver to the Trustee and Collateral Agent joinders or supplements, as applicable, to the Collateral Documents and the First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement), together with any other filings and agreements (subject to customary extension periods) required by the Collateral Documents to create or perfect the security interests of the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Notes in the Collateral of such Restricted Subsidiary and (iii) deliver to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel certifying that such supplemental indenture and joinders or supplements to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Collateral Documents and First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement) have been duly authorized, executed and delivered by such Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness and constitute legal, valid, binding and enforceable obligations of either of the Issuers or any other such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute be a Guarantor for all purposes of this Indenture, the Collateral Documents and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesthe First Lien Intercreditor Agreement (and, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingif applicable, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeJunior Lien Intercreditor Agreement).

Additional Subsidiary Guarantees. If (a) If, after the Partnership Issue Date, (i) the Company or any of its Restricted Subsidiaries acquires shall (A) transfer or creates another Restricted Subsidiary after the Issue Date that guarantees cause to be transferred, any Indebtedness assets, businesses, divisions, real property or equipment having a fair market or book value in excess of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory $1.0 million to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness or (B) make any Investment having an aggregate fair market or book value in excess of either $1.0 million in any Restricted Subsidiary that is not a Subsidiary Guarantor or (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor (A) shall provide a guarantee under the Credit Facility or (B) shall own any assets or properties having an aggregate fair market or book value in excess of $1.0 million, then the Issuers or any other Restricted Subsidiary, Company shall cause such Restricted Subsidiary shall to execute and deliver a Guarantee. supplemental indenture to this Indenture agreeing to be bound by its terms applicable to a Subsidiary Guarantor and providing for a Subsidiary Guarantee of the Notes by such Restricted Subsidiary, in accordance with the terms of this Indenture. (b) The Partnership will Company shall not permit any of its Restricted Subsidiaries, other than a Subsidiary Guarantor, directly or indirectly, to (i) incur, guarantee or secure through the granting of Liens the payment of any Indebtedness of the Company or (ii) pledge any assets intercompany notes representing obligations of any of its Restricted Subsidiaries to secure the payment of any other Indebtedness of either Issuer the Company, in each case, unless the Company shall cause such Restricted Subsidiary simultaneously executes to execute a Subsidiary Guarantee and delivers a supplemental indenture providing for deliver an Opinion of Counsel in advance in accordance with the guarantee terms of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If If, after the Partnership or date of this Indenture, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that is not already a Guarantor guarantees any other Indebtedness of either of the IssuersIssuers or any Indebtedness of any Guarantor, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any of the Credit Facilities, then in either case that newly acquired or created Restricted Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to substantially in the Trustee form of Exhibit B hereto and deliver an Opinion of Counsel delivering it to the Trustee within 10 twenty Business Days of the date on which it was acquired guaranteed or created. If a Restricted Subsidiary incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that is the preceding shall not then a Subsidiary Guarantor guarantees Indebtedness of either apply to Subsidiaries of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee which resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary's Subsidiary Guarantee, any other Guarantor (except a discharge or release by, or as a result of payment under, under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with Article 10.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "NEW GUARANTOR") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either "OTHER INDEBTEDNESS"), then the New Guarantor shall, within ten business days of the Issuersdate of the New Guarantor's guarantee or assumption of the Other Indebtedness, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor execute and execute deliver to the Trustee a supplemental indenture satisfactory in the form of Exhibit C attached hereto pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee and deliver an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee within 10 Business Days may reasonably request. Upon the release, termination or satisfaction of the date on which it was acquired New Guarantor's guarantee or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either assumption of the Issuers or any other Restricted SubsidiaryOther Indebtedness, such Restricted the New Guarantor's Subsidiary Guarantee shall execute automatically be released and deliver a Guaranteeterminated. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Upon request of the payment of New Guarantor, the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If the Partnership Company or any Guarantor transfers or causes to be transferred, in one or a series of its Restricted Subsidiaries acquires related transactions, property or creates another assets (including, without limitation, businesses, divisions, real property, assets or equipment) having a fair market value (as determined in good faith by the Board of Directors of EchoStar evidenced by a resolution of the Board of Directors of EchoStar and set forth in an Officers' Certificate delivered to the Trustee; PROVIDED, HOWEVER that if the fair market value exceeds $10 million, the fair market value shall be determined by an investment banking firm of national standing selected by the Company) exceeding $500,000 to any Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then Company that newly acquired or created Restricted Subsidiary must become is neither a Subsidiary Guarantor of ESBC nor a Guarantor, EchoStar, to the extent not otherwise precluded by obligations set forth in the 1996 Notes Indenture or the 1994 Notes Indenture, shall, or shall cause the owner of such Subsidiary to: (a) enter into a pledge agreement in order to pledge all of the issued and outstanding Capital Stock of such Subsidiary as security to the Trustee for the benefit of the Holders of the Notes; and (b) cause such Subsidiary to: (i) execute and deliver to the Trustee a supplemental indenture Supplemental Indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company's obligations under the Notes and execute a notation in form and substance reasonably satisfactory to the Trustee; and (ii) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee within 10 Business Days that such pledge agreement and such Supplemental Indenture have been duly authorized, executed and delivered by and are valid and binding obligations of such Subsidiary or such owner, as the case may be; PROVIDED, HOWEVER, that the foregoing provisions shall not apply to transfers of property or assets (other than cash) by the Company or any Guarantor in exchange for cash or Cash Equivalents in an amount equal to the fair market value (as determined in good faith by the Board of Directors of EchoStar evidenced by a resolution of the date on which it was acquired or created. If a Restricted Subsidiary Board of Directors of EchoStar and set forth in an Officers' Certificate delivered to the Trustee; PROVIDED, HOWEVER, that is not then a Subsidiary Guarantor guarantees Indebtedness of either of if the Issuers or any other Restricted Subsidiaryfair market value exceeds $10 million, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee fair market value shall be senior to or pari passu with such Restricted Subsidiary's guarantee determined by an investment banking firm of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case national standing selected by the Guarantee of the Notes may be subordinated to the guarantee Company) of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release property or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeassets.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Domestic Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of Guarantor, or if the Issuers Company or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted SubsidiariesSubsidiaries shall organize, directly acquire or indirectly, to guarantee otherwise invest in or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such hold an Investment in a Domestic Restricted Subsidiary simultaneously executes that is not a Guarantor having total consolidated assets, with a book value in excess of $2.0 million, then such transferee or acquired or other Domestic Restricted Subsidiary shall: (1) execute and delivers deliver to the Trustee a supplemental indenture providing for in form satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee all of the payment Company's Obligations under the Senior Subordinated Securities and this Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Opinion of the Notes Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Restricted Subsidiary; PROVIDED, HOWEVER, that notwithstanding the foregoing, each transferee or acquired Domestic Restricted Subsidiary or other Domestic Restricted Subsidiary organized by the Company or any of its Restricted Subsidiaries or in which the Company or any of its Restricted Subsidiaries shall invest or hold an Investment shall comply with clauses (1) and (2) above if such Domestic Restricted Subsidiary, which Guarantee together with the Company's other Restricted Subsidiaries that are not Guarantors, after giving PRO FORMA effect to such transfer, organization, acquisition or Investment, would constitute a Significant Subsidiary of the Company (using 5.0%, rather than 10.0%, for purposes of such calculation). Thereafter, such Domestic Restricted Subsidiary shall be senior to or pari passu with such Restricted Subsidiary's guarantee a Guarantor for all purposes of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If (a) Simultaneously with (i) the Partnership acquisition (by merger, consolidation, acquisition of assets, stock or any properties or otherwise) or formation of its Restricted Subsidiaries acquires a Person which, directly or creates another Restricted indirectly, becomes a Subsidiary after the Issue Date that guarantees any Indebtedness of either of the IssuersCompany, or (ii) the occurrence of any other event, circumstance or transaction pursuant to which, directly or indirectly, a Person becomes a Subsidiary of the Company, in each case referred to in the immediately preceding CLAUSES (i) AND (ii), other than a Person then that newly acquired or created Restricted designated an Unrestricted Subsidiary must become of the Company in accordance with SECTION 4.14, the Company then shall (y) cause such Person to execute a supplemental indenture to this Indenture agreeing to be bound by its terms applicable to a Subsidiary Guarantor and execute providing for a Subsidiary Guarantee of the Notes by such Person, in accordance with the terms of this Indenture and (z) deliver such supplemental indenture satisfactory to the Trustee and deliver an Trustee, accompanied by the Opinion of Counsel and Officers' Certificate required pursuant to SECTION 9.6. (b) In furtherance of SECTION 10.2(a), but in no regard diminishing the Trustee within 10 Business Days immediacy of the date on which it was acquired or created. If its requirement that upon a Restricted Subsidiary that is not then Person becoming a Subsidiary Guarantor guarantees Indebtedness of either of it simultaneously becomes a Subsidiary Guarantor, in no event whatsoever shall the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not Company permit any of its Restricted Subsidiaries, other than a Subsidiary Guarantor, directly or indirectly, to (i) incur any Indebtedness or guarantee or secure through the granting of Liens the payment of any Indebtedness of the Company or any other Restricted Subsidiary or (ii) pledge any assets intercompany notes representing obligations of any of its Restricted Subsidiaries to secure the payment of its or any of the Company's or other Indebtedness of either Issuer Restricted Subsidiary's Indebtedness, in each case, unless the Company shall (y) cause such Restricted Subsidiary simultaneously executes and delivers to execute a supplemental indenture to this Indenture agreeing to be bound by its terms applicable to a Subsidiary Guarantor and providing for the guarantee of the payment a Subsidiary Guarantee of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu Person in accordance with the terms of this Indenture and (z) deliver such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated supplemental indenture to the guarantee Trustee, accompanied by the Opinion of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingCounsel and an Officers' Certificate, any Guarantee of a Restricted Subsidiary that was incurred required pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeSECTION 9.6.

Additional Subsidiary Guarantees. If any Restricted Subsidiary (i) becomes a guarantor, borrower and/or issuer in respect of the Partnership Senior Credit Facility, the Second Lien Notes or Senior Subordinated Notes or (ii) if the Senior Credit Facility has been terminated, becomes a guarantor of any other issue of Indebtedness of $5.0 million or more in aggregate principal amount (per issue) of Casella or any of its Restricted Subsidiaries acquires or creates another (other than any Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuerssuch Restricted Subsidiary, a Foreign Subsidiary, or an Insurance Subsidiary), then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor under the Securities of each series and shall, concurrently with the Guarantee of such Indebtedness: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of Xxxxxxx’x obligations under the Securities of each series and this Indenture on the terms set forth in this Indenture, and (2) deliver to the Trustee an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary that is not then and constitutes a Subsidiary Guarantor guarantees Indebtedness valid and legally binding and enforceable obligation of either of the Issuers or any other such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtthis Indenture. Notwithstanding the foregoingpreceding paragraph, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall will provide by its terms that it shall will be automatically and unconditionally released upon and discharged under the release or discharge of the guarantee which resulted circumstances set forth in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeSection 11.05.

Additional Subsidiary Guarantees. If If, after the Partnership or date of this Indenture, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that is not already a Guarantor guarantees any other Indebtedness of either of the IssuersIssuers or any Indebtedness of any Guarantor in excess of the De Minimis Guaranteed Amount, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any of the Credit Facilities, then in either case that newly acquired or created Restricted Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to substantially in the Trustee form of Annex A hereto and deliver an Opinion of Counsel delivering it to the Trustee within 10 30 Business Days of the date on which it was acquired guaranteed or created. If a Restricted Subsidiary incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that is the preceding shall not then a Subsidiary Guarantor guarantees Indebtedness of either apply to Subsidiaries of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee which resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary's Subsidiary Guarantee, any other Guarantor (except a discharge or release by, or as a result of payment underunder any such other guarantee) and (y) if such Guarantor is a Domestic Subsidiary, such guaranteeto be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with Article 10.

Additional Subsidiary Guarantees. If Each of the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary that guarantees the Senior Credit Facilities shall initially Guarantee the Notes. If after the Issue Date that any other Restricted Subsidiary guarantees the Senior Credit Facilities or any other Indebtedness of either of the Issuersincurred pursuant to Section 4.10(b)(1) hereof, then that newly acquired or created such Restricted Subsidiary must shall (a) become a Subsidiary Guarantor and execute pursuant to a supplemental indenture satisfactory to this Indenture substantially in the form attached as Exhibit D hereto and execute and deliver joinders to the Trustee Intercreditor Agreement and deliver an Opinion of Counsel to the Trustee Second Lien Notes Security Agreement, in each case within 10 30 Business Days of the date on which it was acquired such Restricted Subsidiary first guarantees such Indebtedness and (b) within the times periods permitted under the Security Documents, create or createdperfect the security interests in favor of the Notes Collateral Agent for the benefit of the Secured Parties in the Collateral of such Subsidiary to the extent required by this Indenture. If a no such Indebtedness is outstanding, the Notes shall be required to be guaranteed in the future by the then-existing Subsidiary Guarantors and, additionally, any other Restricted Subsidiary that is a Wholly-Owned Subsidiary that is a Domestic Subsidiary and constitutes a Significant Subsidiary of the Issuer and each such Subsidiary will comply with the requirements of clauses (a) and (b) above. Notwithstanding any of the foregoing to the contrary, in no event will (i) any CFC, (ii) any direct or indirect Subsidiary of a CFC or (iii) any CFC Holdco be required to Guarantee the Notes unless any such entity guarantees the Senior Credit Facilities. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not then otherwise required to be a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted to become a Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeGuarantor.

Additional Subsidiary Guarantees. If (i) the Partnership Company or any of its Restricted Subsidiaries acquires shall acquire or creates create another Restricted Domestic Subsidiary after the Issue Date date of this Indenture (other than an Immaterial Subsidiary or a Subsidiary that guarantees has been designated as an Unrestricted Subsidiary or a Receivables Entity) or (ii) any Foreign Subsidiary or Immaterial Subsidiary of the Company Guarantees (or otherwise becomes liable for) Indebtedness of either of the IssuersCompany or a Guarantor, then that newly acquired or created Restricted the Company will cause such Subsidiary must to become a Subsidiary Guarantor and and: (1) execute a supplemental indenture satisfactory substantially in the form of Exhibit E attached hereto, in accordance with the terms of this Indenture, pursuant to which such Subsidiary shall unconditionally guarantee, on a senior secured basis, all of the Company’s Obligations under the Indenture Documents on the terms set forth in this Indenture; (2) execute and deliver to the 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 Intercreditor Agreement, which are owned by the Company or a Guarantor and are required to be pledged pursuant to the Collateral Documents; (3) 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 such Subsidiary, other than Excluded Assets and subject to Permitted Liens and the Intercreditor Agreement, including the filing of Uniform Commercial Code financing statements, in each case as may be required by the Collateral Documents; (4) take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Collateral Agent to give effect to the foregoing; and (5) deliver to the Trustee and deliver the Collateral Agent an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or (i) such supplemental indenture and any other Restricted Subsidiarydocuments required to be delivered have been duly authorized, such Restricted Subsidiary shall execute executed and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes delivered by such Restricted SubsidiarySubsidiary and constitute legal, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednessvalid, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee binding and enforceable obligations of such Senior Debt Subsidiary and (ii) the Collateral Documents to which such Subsidiary is a party create a valid perfected Lien on the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeCollateral covered thereby.

Additional Subsidiary Guarantees. If the Partnership Company or any Subsidiary transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Subsidiary that is not a Guarantor having total assets (after giving effect to such transfer) with a book value in excess of $500,000, or if the Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Restricted Domestic Subsidiary after the Issue Date that guarantees any Indebtedness having total assets with a book value in excess of either of the Issuers$500,000, then that newly acquired or created Restricted such Domestic Subsidiary must become a Subsidiary Guarantor shall: 1. execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; and 2. deliver to the Trustee an Opinion of Counsel that such supplemental indenture 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 Guarantor for all purposes of this Indenture; provided, however, that (i) if such Subsidiary is a Non-Guarantor Subsidiary, it shall not be required to be a Guarantor hereunder and (ii) to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary extent that is not then a Subsidiary Guarantor guarantees Indebtedness is subject to any instrument governing Acquired Debt, as in effect at the time of either of the Issuers or any other Restricted Subsidiaryacquisition thereof, that prohibits such Subsidiary from issuing a Guarantee, such Restricted Subsidiary shall not be required to execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for until it is permitted to issue such Guarantee pursuant to the terms of such Acquired Debt; provided, further, however, that notwithstanding the above proviso, if any such Subsidiary, other than a Non-Guarantor Subsidiary, incurs Indebtedness under or guarantees the Credit Agreement, then such Subsidiary or Non-Guarantor Subsidiary will guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteewell.

Additional Subsidiary Guarantees. If the Partnership or If, after Issue Date, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that guarantees is not a Guarantor (the “New Guarantor”) guarantees, assumes or otherwise becomes an obligor with respect to any Indebtedness of either of the IssuersCompany or any Guarantor (the “Other Indebtedness”), then that newly acquired or created Restricted Subsidiary must become a Subsidiary the New Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 ten Business Days of the date on of the New Guarantor’s guarantee or assumption of the Other Indebtedness, execute and deliver to the Trustee a supplemental indenture pursuant to which it was acquired or created. If the New Guarantor shall become a Restricted Guarantor and guarantee the obligations of the Company under this Indenture and the Notes; provided that the foregoing shall not apply to any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is not then a Subsidiary Guarantor guarantees Indebtedness legal, valid and binding obligation of either such New Guarantor. Upon the release, termination or satisfaction of the Issuers New Guarantor’s Subsidiary Guarantee or any other Restricted Subsidiaryassumption of the Other Indebtedness, the New Guarantor’s Subsidiary Guarantee shall automatically be released and terminated. Upon request of the New Guarantor and compliance with the provisions of Section 11.04 hereof, the Trustee will provide written evidence of such release and termination. Notwithstanding anything to the contrary contained herein, no Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit be required to provide any Subsidiary Guarantee to the extent that, in the reasonable judgment of its Restricted Subsidiariesthe Company, directly the provision of such Subsidiary Guarantee would subject the Company or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for to any adverse tax consequence due to the guarantee application of Section 956 of the payment Internal Revenue Code of the Notes by such Restricted Subsidiary1986, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release byamended, or as a result of payment under, such guaranteeany successor thereto.

Additional Subsidiary Guarantees. If (x) the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another causes to be transferred, in one transaction or a series of related transactions, any property to any Person that is not a Guarantor but becomes a Domestic Restricted Subsidiary after (other than an Immaterial Subsidiary) as a result of such transaction, (y) if the Issue Date Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Person that guarantees is or becomes a Domestic Restricted Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor or (z) any Indebtedness of either of the IssuersDomestic Restricted Subsidiary that was an Immaterial Subsidiary is no longer an Immaterial Subsidiary, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Company shall cause such Domestic Restricted Subsidiary that is not then a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary Guarantor guarantees Indebtedness of either shall unconditionally guarantee on a senior secured basis all of the Issuers Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture; (a) execute and deliver to the Collateral Agent such amendments to the Collateral Agreements as the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Holders and the Lenders, a perfected security interest in the Capital Stock of such new Domestic Restricted Subsidiary and any other debt securities of such new Domestic Restricted Subsidiary, subject to the Permitted Liens, which are owned by the Company or such new Domestic Restricted Subsidiary and required to be pledged pursuant to the Pledge Agreement, (b) deliver to the Collateral Agent any certificates representing such Capital Stock and debt securities, together with (i) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such Subsidiary, as the case may be; (3) take such actions necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of the Holders a perfected security interest in the assets of such new Domestic Restricted Subsidiary, subject to Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by any Collateral Agreement or by law or as may be reasonably requested by the Collateral Agent; (4) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (5) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary as provided for in this Indenture. Thereafter, such Domestic Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor (including Noark and any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers, then that newly acquired Issuers or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days any Indebtedness of the date on which it was acquired Operating Company, or created. If a Restricted Subsidiary that is if the Operating Company or any other Subsidiary, if not then a Subsidiary Guarantor Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Restricted SubsidiarySubsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Restricted Subsidiary shall execute and deliver must become a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of Annex A hereto and delivering an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within 30 days of the payment of the Notes by such date on which it became a Restricted Subsidiary, which Guarantee shall be senior to Subsidiary or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednessguarantee was executed or such Indebtedness incurred, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtapplicable. Notwithstanding the foregoingpreceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary ’s Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeguarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with the Indenture.

Additional Subsidiary Guarantees. If the Partnership Casella or any of its Restricted Subsidiaries transfers, acquires or creates another Restricted Subsidiary (other than any Foreign Subsidiary) after the Issue Date date of this Indenture or transfers or causes to be transferred, in any one transaction or a series of related transactions, any assets in excess of $1,000 to any Restricted Subsidiary (other than a Foreign Subsidiary or the Captive Insurance Subsidiary) that guarantees is not a Guarantor, or designates any Indebtedness of either of the IssuersUnrestricted Subsidiary (other than a Foreign Subsidiary) as a Restricted Subsidiary, then that newly acquired acquired, created, capitalized or created designated Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 Business Days ten business days of the date on which it was acquired so acquired, created, capitalized or created. If designated: - execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of Xxxxxxx'x obligations under the Notes and this Indenture on the terms set forth in this Indenture and - deliver to the Trustee an Opinion of Counsel that is not then such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a Subsidiary Guarantor guarantees Indebtedness valid and legally binding and enforceable obligation of either of the Issuers or any other such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtthis Indenture. Notwithstanding the foregoingpreceding paragraph, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall will provide by its terms that it shall will be automatically and unconditionally released upon and discharged under the release or discharge circumstances set forth in Section 11.05. The form of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or Guarantee is attached hereto as a result of payment under, such guarantee.EXHIBIT E.

Additional Subsidiary Guarantees. If the Partnership Company or a Guarantor transfers or causes to be transferred, in one or a series of related transactions, property or assets (including, without limitation, businesses, divisions, real property, assets or equipment) having a fair market value (as determined in good faith by the Board of Directors of the Company evidenced by a resolution of the Board of Directors of the Company and set forth in an Officer's Certificate delivered to the Trustee no later than 10 business days following a request from the Trustee, which certificates will cover the 6 months preceding the date of request) exceeding the sum of $20 million in the aggregate for all such transfers after the date of this Indenture minus the fair market value of Restricted Subsidiaries acquired or created after the date of this Indenture that are not Guarantors (fair market value being determined as of the time of such acquisition) to Restricted Subsidiaries that are not Guarantors of the Notes, the Company, shall, or shall cause each of such Subsidiaries to which any amount exceeding such $20 million (less such fair market value) is transferred to: (i) execute and deliver to the Trustee a Supplemental Indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company's obligations under the Notes on the terms set forth in this Indenture, and (ii) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee that such Supplemental Indenture and Guarantee have been duly authorized, executed and delivered by and are valid and binding obligations of such Subsidiary or such Owner, as the case may be; provided, however, that the foregoing provisions shall not apply to transfers of property or assets (other than cash) by the Company or any Guarantor in exchange for cash, Cash Equivalents or Marketable Securities in an amount equal to the fair market value (as determined in good faith by the Board of Directors of the Company evidenced by resolution of the Board of Directors of the Company and set forth in an Officer's Certificate delivered to the Trustee no later than 10 business days following a request from the Trustee, which Certificate shall cover the 6 months preceding the date of request) of such property or assets. In addition, if (i) the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either or (ii) an Unrestricted Subsidiary of the Issuers, then that newly acquired or created Company is redesignated as a Restricted Subsidiary must become a or otherwise ceases to be Unrestricted Subsidiary, such Subsidiary Guarantor and shall execute a supplemental indenture satisfactory Supplemental Indenture and deliver an Opinion, each as required in the preceding sentence; provided that no Supplemental Indenture or Opinion shall be required if the fair market value (as determined in good faith by the Board of Directors of the Company and set forth in an Officer's Certificate delivered to the Trustee and deliver an Opinion no later than 10 business days following a request from the Trustee, which Certificate shall cover the 6 months preceding the date of Counsel request) of all such Restricted Subsidiaries created, acquired or designated since the date of this Indenture (fair market value being determined as of the time of creation, acquisition or designation) does not exceed the sum of $20 million in the aggregate minus the fair market value of the assets transferred to any Subsidiaries of the Company which do not execute Supplemental Indentures pursuant to the Trustee within 10 Business Days of preceding sentences; provided further that to the date on which it was acquired or created. If extent a Restricted Subsidiary that is not then subject to the terms of any instrument governing Acquired Debt, as in effect at the time of acquisition (except to the extent such indebtedness was incurred in connection with or in contemplation of such acquisition) which instrument or restriction prohibits such Restricted Subsidiary from issuing a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted SubsidiaryGuarantee, such Restricted Subsidiary shall not be required to execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, Supplemental Indenture until it is permitted to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless issue such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated pursuant to the guarantee terms of such Senior Debt to the same extent as the Notes are subordinated to such Senior Acquired Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership an Issuer or any of its Restricted Subsidiaries acquires shall acquire or creates create another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers(other than a Foreign Subsidiary, Insurance Subsidiary or Special Purpose Subsidiary), then that newly acquired or created Restricted such Issuer shall cause such Subsidiary must to become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee hereunder and, within 10 Business Days of 45 days after the date on which it was acquired or created. If : (a) execute a Restricted supplemental indenture substantially in the form of Exhibit B, pursuant to which such Subsidiary shall unconditionally guarantee, on a senior unsecured basis or, if such Subsidiary is expected to Incur Indebtedness under a Permitted Inventory Facility, senior second-priority secured basis, all of the Indenture Obligations; (b) with respect to a Subsidiary that is not then expected to Incur Indebtedness under a Subsidiary Guarantor guarantees Indebtedness Permitted Inventory Facility, execute and deliver to the Collateral Agent such amendments or supplements to the Collateral Documents and take such other actions as are necessary in order to grant to the Collateral Agent, for the benefit of either the Holders, a perfected second-priority security interest in the Second-Lien Collateral of such Subsidiary, subject to Permitted Liens, which are owned by the Issuers or a Guarantor and are required to be pledged pursuant to the Collateral Documents, including the filing of UCC financing statements in such jurisdictions as may be required by the Collateral Documents or by law or as may reasonably requested by the Collateral Agent; (c) take such further action and execute and deliver such other documents specified in the Indenture Documents or otherwise reasonably requested by the Trustee or the Collateral Agent to give effect to the foregoing; and (d) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other Restricted Subsidiarydocuments required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary and the Collateral Documents to which such Restricted Subsidiary shall execute and deliver is a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure party create a valid perfected Lien on the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeCollateral covered thereby.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Restricted Domestic Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted the Company shall cause such Domestic Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of on the date on which it was acquired or created. If created to become a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall and execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for in form and substance set forth in Exhibit E pursuant to which such Domestic Subsidiary shall guarantee, on a joint and several basis, the guarantee of the full and prompt payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes on a senior secured basis. In addition, if any of the Company’s Foreign Subsidiaries guarantees any Indebtedness of the Company or any Guarantor, then the Company shall cause such Foreign Subsidiary to simultaneously become a Guarantor and execute a supplemental indenture in form and substance set forth in Exhibit E pursuant to which such Foreign Subsidiary shall guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes on a senior secured basis. In addition, the Company shall cause such Subsidiary to become a party to the Collateral Documents and the Intercreditor Agreement and take such actions necessary or advisable (to the extent permitted by applicable law, rule or regulation) to grant to the Collateral Agent, for the benefit of itself and the Holders of the Notes, a perfected security interest in any Collateral (other than Excluded Assets) held by such Subsidiary, subject to Permitted Liens and the Intercreditor Agreement. The foregoing provisions shall not apply to Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary, which Guarantee shall be senior voidable under applicable law relating to fraudulent conveyance or pari passu with such Restricted Subsidiary's guarantee fraudulent transfer or similar laws affecting the rights of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteecreditors generally.

Additional Subsidiary Guarantees. If (a) If, after the Partnership or date of this Indenture, (a) any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after becomes an obligor (whether as borrower or guarantor) under the Issue Date that guarantees Credit Agreement, or (b) any Indebtedness of either of the Issuers, then that newly acquired or created Unrestricted Subsidiary is redesignated a Restricted Subsidiary must become a in accordance with the definition of “Unrestricted Subsidiary,” and such Restricted Subsidiary Guarantor is an obligor (whether as borrower or guarantor) under the Credit Agreement, then, in any such case, Parent shall cause such Restricted Subsidiary to: (i) execute and execute deliver to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Securities and this Indenture on the terms set forth in Article Eleven, and (ii) a notation of Guarantee set forth in Exhibit E hereto; provided, however, that such Guarantor’s Guarantee may contain limitations substantially consistent with any limitations contained in such Guarantor’s guarantee of Indebtedness under the Credit Agreement; and (ii) deliver an Opinion of Counsel to the Trustee within 10 Business Days one or more opinions of counsel that such supplemental indenture (and such Guarantee) (i) has been duly authorized, executed and delivered by such Restricted Subsidiary and (ii) constitutes a valid and legally binding obligation of such Restricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms, subject, in the case of clause (ii), to (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally, (b) general principles of equity and the discretion of the date on court before which it was acquired any proceeding therefor may be brought (regardless of whether enforcement is sought in a proceeding in equity or created. If a at law) and (c) in the case of any Restricted Subsidiary organized outside of the United States, such other qualifications as are customary under the laws of its jurisdiction of organization. (b) Notwithstanding the foregoing, (x) any Restricted Subsidiary that is not then an obligor (whether as borrower or guarantor) with respect to the Credit Agreement shall not be required to become a Guarantor, (y) in the event that a Restricted Subsidiary Guarantor guarantees Indebtedness is a borrower under the Credit Agreement but it is illegal under the laws of either any jurisdiction outside the United States for such Restricted Subsidiary to execute an unconditional guarantee, such guarantee shall be limited to the extent that it would be allowed under applicable law and (z) in the event that it is illegal under the laws of any jurisdiction outside the Issuers or any other United States for a Restricted SubsidiarySubsidiary to become a Guarantor, such Restricted Subsidiary shall execute and deliver not be required to become a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeGuarantor.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "New Guarantor") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either of the Issuers"Other Indebtedness"), then that newly acquired or created Restricted Subsidiary must become a Subsidiary the New Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 ten Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers New Guarantor's guarantee or any other Restricted Subsidiaryassumption of the Other Indebtedness, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Trustee a supplemental indenture providing for pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the payment Company under this Indenture and the Notes; provided that the foregoing shall not apply to any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor. Upon the release, termination or satisfaction of the Notes by such Restricted SubsidiaryNew Guarantor's Subsidiary Guarantee or assumption of the Other Indebtedness, which the New Guarantor's Subsidiary Guarantee shall automatically be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee released and terminated. Upon request of the Notes may be subordinated to New Guarantor, the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. (a) Each Domestic Subsidiary that is a Material Domestic Subsidiary shall, not later than the date it becomes a Material Domestic Subsidiary, (a) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms set forth in the Indenture and (b) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. After the execution and delivery of such supplemental indenture, such Material Domestic Subsidiary shall be a Guarantor for all purposes of the Indenture. (b) If the Partnership or any of its the Company's Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that is not a Guarantor guarantees any Indebtedness of either the Company or any Restricted Subsidiary, then, regardless of whether such Restricted Subsidiary is a Material Domestic Subsidiary, not later than the date such Restricted Subsidiary guarantees such Indebtedness of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers Company or any other Restricted Subsidiary, such Restricted Subsidiary shall (a) execute and deliver to the Trustee a Guaranteesupplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms set forth in the Indenture and (b) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. The Partnership will not permit any After the execution and delivery of its Restricted Subsidiariessuch supplemental indenture, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers shall be a supplemental indenture providing Guarantor for the guarantee all purposes of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If If, as at the Partnership or any end of its Restricted the most recently completed Fiscal Quarter, (a) the aggregate consolidated revenues of all Immaterial Subsidiaries acquires or creates another Restricted Subsidiary exceeds 10% of the consolidated revenues of the Parent Borrower, the Parent Borrower shall within 30 days after the Issue Date end of such Fiscal Quarter designate, by written notice to the Administrative Agents, one or more Immaterial Subsidiaries to become Guarantors, to the extent necessary to ensure that guarantees any Indebtedness the aggregate consolidated revenues of either all Immaterial Subsidiaries that are not Guarantors represents less than 10% of the Issuersconsolidated revenues of the Parent Borrower, then or (b) a Subsidiary which was previously an Immaterial Subsidiary has become a Material Subsidiary, the Parent Borrower shall, within 30 days of the end of such Fiscal Quarter, designate by written notice to the Administrative Agents such Subsidiary to become a Guarantor. The Borrowers may, at any time prior to the Maturity Date, designate different Immaterial Subsidiaries to be Guarantors and revoke any designation of an Immaterial Subsidiary as a Guarantor, provided that no Default or Event of Default exists at the time of revocation and at all times the aggregate consolidated revenues of all Immaterial Subsidiaries that are not Guarantors shall represent less than 10% of the consolidated revenues of the Parent Borrower. Subject to the preceding sentence, nothing in this Section 5.10 shall prevent the Borrowers from revoking the designation of an Immaterial Subsidiary as a Guarantor, even if such Immaterial Subsidiary was previously a Material Subsidiary. Notwithstanding any provision to the contrary in this Agreement or the other Loan Documents, the Advertising Entities and the FIN 46 Entities shall not be required to provide a guarantee. The Borrowers shall designate any newly acquired Material Subsidiary as a Guarantor hereunder, and may revoke any designation of an Immaterial Subsidiary as a Guarantor in order to dispose of such Immaterial Subsidiary, provided that such acquisition or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory disposition is otherwise in compliance herewith. Subject to the Trustee and deliver an Opinion first sentence of Counsel this Section 5.10, no Subsidiary of Xxx Hortons Delaware Limited Partnership other than a U.S. Subsidiary is required to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesprovide, directly or indirectly, to guarantee or pledge any assets to secure indirectly within the payment meaning of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Section 956 of the payment Code, a Guarantee in respect of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee obligations of the Notes may be subordinated U.S. Borrower hereunder. For greater certainly, nothing in the immediately preceding sentence shall in any way affect any of the obligations of the Guarantors to deliver on the Restatement Effective Date the Guarantees set out in Schedule D. Any Canadian Subsidiary which is designated as a Guarantor at any time after the Restatement Effective Date shall enter into and deliver to the guarantee of such Senior Debt Canadian Administrative Agent a Subsidiary Guarantee substantially in the form entered into by the Canadian Subsidiaries on the Restatement Effective Date. Any U.S. Subsidiary which is designated as a Guarantor at any time after the Restatement Effective Date shall enter into and deliver to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any U.S. Administrative Agent a Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted substantially in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeform entered into by the U.S. Subsidiaries on the Restatement Effective Date.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become is not a Subsidiary Guarantor but becomes a Domestic Restricted Subsidiary as a result of such transaction, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Subsidiary that is not a Subsidiary Guarantor but becomes a Domestic Restricted Subsidiary as a result of such transaction, then such transferee or acquired or other Subsidiary shall: (1) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture; (a) execute and deliver to the Collateral Agent such amendments to the Collateral Agreements as the Collateral Agent reasonably determines to be necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected first priority security interest (subject to Liens securing the Senior Credit Facility) in the Capital Stock of such new Domestic Restricted Subsidiary and any debt securities of such new Domestic Restricted Subsidiary, subject to Permitted Liens, which are owned by the Company or such new Domestic Restricted Subsidiary and required to be pledged pursuant to the Security Agreement, and (b) subject to the terms of the Intercreditor Agreement, deliver to the Collateral Agent any certificates representing such Capital Stock and debt securities, together with (i) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such Subsidiary, as the case may be; (3) cause such new Domestic Restricted Subsidiary to take such other actions necessary to grant to the Collateral Agent for the benefit of the Holders a perfected first priority security interest in the personal property of such new Domestic Restricted Subsidiary to the extent required pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement, subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law; (4) take such further action and execute and deliver such other documents specified in this Indenture to effectuate the foregoing; and (5) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Restricted Subsidiary and such other opinions regarding the Trustee within 10 Business Days perfection of such Liens in the Collateral of or consisting of the date on which it was acquired or created. If a Capital Stock of such Domestic Restricted Subsidiary that is not then as provided for in this Indenture. Thereafter, such Domestic Restricted Subsidiary shall be a Subsidiary Guarantor guarantees Indebtedness for all purposes of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership Company will not permit any of its Restricted Subsidiaries, directly or indirectly, Subsidiary to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer the Company or any Indebtedness of a Guarantor unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the guarantee of the full and prompt payment of the principal of, premium, if any, and interest (including Registration Default Damages, if any) on the Notes by on a senior subordinated basis and all other obligations under this Indenture except that (A) if the Notes or, if the issuer of the Indebtedness being Guaranteed is a Subsidiary Guarantor, its Subsidiary Guarantee is subordinated in right of payment to such Indebtedness, the Subsidiary Guarantee to be issued shall be subordinated to such Restricted Subsidiary, which ’s Guarantee shall be senior with respect to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt substantially to the same extent as the Notes are or the applicable Subsidiary Guarantee, as the case may be, is subordinated to such Senior Debt. Notwithstanding Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the foregoingNotes or a Subsidiary Guarantee, any Guarantee of a such Restricted Subsidiary that was incurred pursuant with respect to this paragraph shall provide by its terms that it such Indebtedness shall be automatically subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the applicable Subsidiary Guarantee, as the case may be; (ii) such Restricted Subsidiary waives and unconditionally released upon will not in any manner whatsoever claim or take the release benefit or discharge advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the guarantee which resulted in Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (iii) such Restricted Subsidiary shall deliver to the creation Trustee an Opinion of Counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary's , subject to bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and general principles of equity; provided that this paragraph shall not be applicable to any Guarantee by any Restricted Subsidiary Guarantee, except (x) that (A) existed at the time such Person became a discharge or release byRestricted Subsidiary and (B) was not incurred in connection with, or as a result of payment underin contemplation of, such guaranteePerson becoming a Restricted Subsidiary, (y) that guarantees the payment of obligations of the Company or any Restricted Subsidiary under the Credit Agreement or (z) that is a Foreign Subsidiary and only guarantees Indebtedness of another Foreign Subsidiary. The obligations of a Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent its Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Additional Subsidiary Guarantees. If If, as at the Partnership or any end of its Restricted the most recently completed Fiscal Quarter, (a) the aggregate consolidated revenues of all Immaterial Subsidiaries acquires or creates another Restricted Subsidiary exceeds 10% of the consolidated revenues of the U.S. Borrower, the U.S. Borrower shall within 30 days after the Issue Date end of such Fiscal Quarter designate, by written notice to the Administrative Agents, one or more Immaterial Subsidiaries to become Guarantors, to the extent necessary to ensure that guarantees any Indebtedness the aggregate consolidated revenues of either all Immaterial Subsidiaries that are not Guarantors represents less than 10% of the Issuersconsolidated revenues of the U.S. Borrower, then or (b) a Subsidiary which was previously an Immaterial Subsidiary has become a Material Subsidiary, the U.S. Borrower shall, within 30 days of the end of such Fiscal Quarter, designate by written notice to the Administrative Agents such Subsidiary to become a Guarantor. The Borrowers may, at any time prior to the Maturity Date, designate different Immaterial Subsidiaries to be Guarantors and revoke any designation of an Immaterial Subsidiary as a Guarantor, provided that no Default or Event of Default exists at the time of revocation and at all times the aggregate consolidated revenues of all Immaterial Subsidiaries that are not Guarantors shall represent less than 10% of the consolidated revenues of the U.S. Borrower. Subject to the preceding sentence, nothing in this Section 5.10 shall prevent the Borrowers from revoking the designation of an Immaterial Subsidiary as a Guarantor, even if such Immaterial Subsidiary was previously a Material Subsidiary. Notwithstanding any provision to the contrary in this Agreement or the other Loan Documents, the Advertising Entities and the FIN 46 Entities shall not be required to provide a guarantee. The Borrowers will not designate any Immaterial Subsidiary as a new guarantor under the Bridge Loan Agreement unless the same Immaterial Subsidiary is designated as a new Guarantor under this Section 5.10. The Borrowers shall designate any newly acquired Material Subsidiary as a Guarantor hereunder, and may revoke any designation of an Immaterial Subsidiary as a Guarantor in order to dispose of such Immaterial Subsidiary, provided that such acquisition or created Restricted disposition is otherwise in compliance herewith. No Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If U.S. Borrower other than a Restricted U.S. Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesrequired to provide, directly or indirectly, to guarantee or pledge any assets to secure indirectly within the payment meaning of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Section 956 of the payment Code, a Guarantee in respect of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee obligations of the Notes may be subordinated U.S. Borrower hereunder. No U.S. Subsidiary (other than a U.S. Subsidiary of the Canadian Borrower) is required to provide a Guarantee in respect of the obligations of the Canadian Borrower. Any Canadian Subsidiary which is designated as a Guarantor at any time after the Effective Date shall enter into and deliver to the guarantee of such Senior Debt Canadian Administrative Agent a Subsidiary Guarantee substantially in the form entered into by the Canadian Subsidiaries on the Effective Date. Any U.S. Subsidiary which is designated as a Guarantor at any time after the Effective Date shall enter into and deliver to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any U.S. Administrative Agent a Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted substantially in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeform entered into by the U.S. Subsidiaries on the Effective Date.

Additional Subsidiary Guarantees. If the Partnership Issuer or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers(other than an Unrestricted Subsidiary), then that newly acquired or created the Issuer shall cause such Domestic Restricted Subsidiary must become a Subsidiary Guarantor to: (1) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee on a senior secured basis all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth herein; (2) (a) execute and deliver to the Collateral Agent such amendments to the Collateral Agreements as the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected security interest in the Equity Interests of such new Domestic Restricted Subsidiary and any debt securities of such new Subsidiary, subject to the Permitted Liens, which are owned by the Issuer or Subsidiary and required to be pledged pursuant to the Security Agreement, and (b) subject to the terms of the Intercreditor Agreement, deliver to the Collateral Agent any certificates representing such Equity Interests and debt securities, together with (i) in the case of such Equity Interests, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Issuer or such Subsidiary, as the case may be; (3) take such actions as are necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of the Holders a perfected security interest in the assets of such new Domestic Restricted Subsidiary to the extent required pursuant to the terms of the Collateral Agreements, subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Collateral Agent; (4) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (5) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to the Trustee within 10 Business Days of the date on which it was acquired or created. If a be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary that is not then and constitutes a legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary Guarantor guarantees Indebtedness and such other opinions regarding the perfection of either such Liens in the assets of the Issuers or any other such Domestic Restricted SubsidiarySubsidiary as provided for in this Indenture. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date that any other Subsidiary is a borrower under or guarantees the Senior Credit Facilities, the Existing Term Loan Credit Agreement, the Old Notes or any other Indebtedness of either of the Issuersincurred pursuant to Section 4.10(b)(1) hereof, then that newly acquired or created Restricted such Subsidiary must shall (a) become a Subsidiary Guarantor and execute pursuant to a supplemental indenture satisfactory to this Indenture substantially in the form attached as Exhibit D hereto and execute and deliver joinders to the Trustee Intercreditor Agreements and deliver an Opinion the Guarantee and Collateral Agreement and (b) within the time periods permitted under the Security Documents, create or perfect the security interests in favor of Counsel the Notes Collateral Agent for the benefit of the Secured Parties in the Collateral of such Subsidiary to the Trustee within 10 Business Days extent required by this Indenture. If no such Indebtedness is outstanding, the Notes shall be required to be guaranteed in the future by the then-existing Subsidiary Guarantors and, additionally, any other Subsidiary that is a Wholly-Owned Subsidiary that is a Domestic Subsidiary and constitutes a Significant Subsidiary of the date on which it was acquired Issuer and each such Subsidiary will comply with the requirements of clauses (a) and (b) above. Notwithstanding any of the foregoing to the contrary, in no event will (x)(i) any CFC, (ii) any direct or createdindirect Subsidiary of a CFC or (iii) any CFC Holdco or (y) any Broadcast License Subsidiary be required to Guarantee the Notes unless any such entity is a borrower under or guarantees the Senior Credit Facilities, the Existing Term Loan Credit Agreement, the Old Notes or any other Indebtedness incurred pursuant to Section 4.10(b)(1). If a Restricted The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not then otherwise required to be a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted to become a Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeGuarantor.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the IssuersParent, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other of their respective Restricted SubsidiarySubsidiaries transfers or causes to be transferred, such in one transaction or a series of related transactions, any property to any Person that is not a Guarantor but becomes a Domestic Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment undersuch transaction, or if the Parent, the Issuers or any of their Restricted Subsidiaries shall organize, acquire or otherwise invest in another Person that is not a Guarantor but becomes a Domestic Restricted Subsidiary as a result of such transaction, then such transferee or acquired or other Subsidiary shall: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Issuers’ obligations under the Notes and this Indenture on the terms set forth herein; (2) (a) execute and deliver to the Trustee such amendments to the Collateral Agreements as the Trustee reasonably determines to be necessary or advisable in order to grant to the Trustee, for the benefit of the Holders, a perfected security interest in the Capital Stock of such new Domestic Restricted Subsidiary and any debt securities of such new Domestic Restricted Subsidiary, subject to Permitted Liens, which are owned by the Parent, the Issuers or such new Domestic Restricted Subsidiary and required to be pledged pursuant to the Security Agreement or the Pledge Agreement, (b) deliver to the Trustee any certificates representing such Capital Stock and debt securities, together with (i) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of such Issuer or such Subsidiary, as the case may be; (3) cause such new Domestic Restricted Subsidiary to take such other actions necessary or as the Trustee reasonably determines to be advisable to grant to the Trustee for the benefit of the Holders a perfected security interest in the assets of such new Domestic Restricted Subsidiary to the extent required pursuant to the terms of the Collateral Agreements and the Intercreditor Agreement, subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements or other applicable collateral filing documents in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Trustee; (4) take such further action and execute and deliver such other documents specified in this Indenture to effectuate the foregoing; and (5) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such new Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such new Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the Collateral of or consisting of the Capital Stock of such new Domestic Restricted Subsidiary as provided for in this Indenture. Thereafter, such guaranteenew Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Domestic Restricted Subsidiary that is not a Guarantor, then a such transferee or acquired or other Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall shall: (a) execute and deliver to each Holder a Guarantee. The Partnership will not permit supplemental guarantee in form reasonably satisfactory to the Holders of a majority in principal amount of the outstanding Notes pursuant to which such Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Agreement on the terms set forth herein; (b) if required by the second paragraph of Section 5.11, (a) execute and deliver to each Holder such amendments to the Security Documents as the Holders of a majority in principal amount of the outstanding Notes deem necessary or advisable in order to grant to the Holders a perfected first priority security interest in the Capital Stock of such Subsidiary, subject to the Liens permitted pursuant to the second paragraph Section 5.11, which are owned by the Company or any Subsidiary and required to be pledged pursuant to the Security Agreement, (b) deliver to the Holders the certificates representing such Capital Stock, together with undated stock powers or instruments of its Restricted Subsidiariestransfer, directly as applicable, endorsed in blank; (c) cause such Subsidiary to take such other actions necessary or indirectlyadvisable to grant to the Holders a perfected third priority security interest in the Collateral of such Subsidiary, subject to Permitted Prior 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 Holders of a majority in principal amount of the outstanding Notes; (d) take such further action and execute and deliver such other documents specified in this Agreement or otherwise reasonably requested by any Holder to effectuate the foregoing; and (e) deliver to each Holder an Opinion of Counsel that such supplemental guarantee or pledge any assets to secure the payment of and any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes documents required to be delivered have been duly authorized, executed and delivers a supplemental indenture providing for the guarantee of the payment of the Notes delivered by such Restricted SubsidiarySubsidiary and constitute the legal, which Guarantee valid, binding and enforceable obligations of such Subsidiary as provided for in this Agreement. Thereafter, such Subsidiary shall be senior to or pari passu with such Restricted Subsidiary's guarantee a Guarantor for all purposes of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeAgreement.

Additional Subsidiary Guarantees. If If, after the Partnership or date of this Indenture, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that is not already a Guarantor guarantees any other Indebtedness of either of the IssuersIssuers or any Indebtedness of the Operating Company, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers or incurs any Indebtedness under any of the Credit Facilities, then in either case that newly acquired or created Restricted Subsidiary must will become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to substantially in the Trustee form of Annex A hereto and deliver an Opinion of Counsel delivering it to the Trustee within 10 ten Business Days of the date on which it was acquired guaranteed or created. If a Restricted Subsidiary incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that is the preceding shall not then a Subsidiary Guarantor guarantees Indebtedness of either apply to Subsidiaries of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 as a result of a guarantee of any Indebtedness shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which or repayment of the Indebtedness that resulted in the creation of such Restricted Subsidiary's Subsidiary ’s Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeGuarantee.

Additional Subsidiary Guarantees. (a) If the Partnership Company or any of its Restricted Subsidiaries (other than a Non- Guarantor Restricted Subsidiary) acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the IssuersDate, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee and, within 10 ten Business Days of the date on which it was acquired or created. If a Restricted Subsidiary created (except all Subsidiaries that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiaryhave been properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries), such Restricted Subsidiary shall execute and deliver to the Trustee (i) a Guarantee. The Partnership will not permit supplemental Indenture, (ii) a joinder to the Security Agreement in the form of Exhibit 3 to the Security Agreement, (iii) an Opinion of Counsel and (iv) all the Collateral Documents and other items required pursuant to Section 10.01 relating to such Subsidiary's assets and property. (b) Notwithstanding subsection (a) above, if any of its Non-Guarantor Restricted SubsidiariesSubsidiary, directly or indirectly, to guarantee provides any Guarantee of or pledge other credit support for any assets to secure Indebtedness of the payment of Company or any Restricted Subsidiary (other than any other Indebtedness of either Issuer unless Non-Guarantor Restricted Subsidiary), the Company shall cause such Non-Guarantor Restricted Subsidiary simultaneously executes to execute and delivers deliver to the Trustee a supplemental indenture providing for Indenture and, if required by the guarantee other provisions of this Indenture, the payment of the Notes by applic able Collateral Documents and other items required pursuant to Section 10.01 relating to such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Non-Guarantor Restricted Subsidiary's guarantee of or pledge assets and property, each in form and substance reasonably satisfactory to secure the Trustee pursuant to which such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Non-Guarantor Restricted Subsidiary shall unconditionally Guarantee all of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as Company's Obligations under the Notes are subordinated to on the terms set forth in such Senior Debtsupple- mental Indenture and shall grant a security interest in the Collateral on the terms set forth in the Indenture and such Collateral Documents. Notwithstanding that the foregoingCompany may not be required to do so by the terms of this Section 4.18, the Company may at any Guarantee of a time, at its option, designate any Non-Guarantor Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeSubsidiary Guarantor.

Additional Subsidiary Guarantees. If The Issuer will cause each Restricted Subsidiary that guarantees, on the Partnership Issue Date or any time thereafter, the Senior Credit Facility or any other Indebtedness of its Restricted Subsidiaries acquires the Issuer or creates another any Guarantor 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 will 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. The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Restricted Subsidiary that becomes a Guarantor on or after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must will also become a Subsidiary Guarantor and execute a supplemental indenture satisfactory party to the Trustee Security Documents and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall will as promptly as practicable execute and deliver such security instruments, financing statements and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date as may be necessary to vest in the Collateral Agent a Guarantee. The Partnership will not permit any security interest that is pari passu in priority to the Senior Credit Facility and the Existing First Priority Notes (subject to Permitted Liens) in the manner and to the extent set forth in the Security Documents and this Indenture in properties and assets of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing type constituting Collateral as security for the guarantee Notes or the Guarantees, and thereupon all provisions of this Indenture relating to the payment of the Notes by such Restricted Subsidiary, which Guarantee Collateral shall be senior deemed to or pari passu with relate to such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt properties and assets to the same extent and with the same force and effect. Each Guarantee shall be released in accordance with the provisions of Section 10.06. Upon the release of any Subsidiary Guarantor from its Guarantee, the Liens granted by such Subsidiary Guarantor under the Security Documents will also be automatically released, and the Trustee, subject to Section 11.05(g), and the Collateral Agent will execute such documents confirming such release as the Notes are subordinated Issuer or such Subsidiary Guarantor may request (such documents to such Senior Debt. Notwithstanding be in form and substance reasonably satisfactory to the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant Person being requested to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon execute the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteesame).

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary shall, after the Issue Date that guarantees Date, acquire or create another Significant Subsidiary or if any Indebtedness of either of the Issuersother Restricted Subsidiary shall become such, then that newly acquired or created Restricted such Significant Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory in substantially the form of Exhibit E hereto and delivering it to the Trustee and deliver Trustee, together with a notation of Subsidiary Guarantee, an Opinion of Counsel and an Officers’ Certificate, in accordance with the terms of Section 10.02 of this Indenture; provided, however, that this requirement shall not apply to a Significant Subsidiary that is also a Foreign Subsidiary. If, after the Issue Date, any Restricted Subsidiary of the Company (including a Foreign Subsidiary) that is not already a Guarantor shall guarantee any other Indebtedness of the Company or any Indebtedness of a Domestic Subsidiary, then that Subsidiary shall become a Guarantor by executing a supplemental indenture in substantially the form of Exhibit E hereto and delivering it to the Trustee Trustee, together with a notation of Subsidiary Guarantee, an Opinion of Counsel and an Officers’ Certificate, in accordance with the terms of such Section10.02, within 10 ten Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, guaranteed such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it (other than a Significant Subsidiary) shall be automatically and unconditionally released released, as provided in Section 10.05 hereof, upon the release or discharge of its guarantee of all other Indebtedness of the guarantee which resulted in the creation Company or any of such Restricted Subsidiary's Subsidiary Guaranteeits Domestic Subsidiaries, except a release or discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If (i) the Partnership Company or any of its Restricted Subsidiaries acquires shall acquire or creates create another Restricted Domestic Subsidiary after the Issue Date (other than an Immaterial Subsidiary or a Subsidiary that guarantees has been designated as an Unrestricted Subsidiary or a Receivables Entity) or (ii) any Foreign Subsidiary or Immaterial Subsidiary of the Company Guarantees (or otherwise becomes liable for) Indebtedness of either of the IssuersCompany or a Guarantor, then that newly acquired or created the Company will cause such Restricted Subsidiary must to become a Subsidiary Guarantor and and: (1) execute a supplemental indenture satisfactory substantially in the form of Exhibit E attached hereto, in accordance with the terms of this Indenture, pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on a senior secured basis, all of the Company’s Obligations under the Indenture Documents on the terms set forth in this Indenture; (2) execute and deliver to the 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 Restricted Subsidiary, subject to Permitted Liens and the Intercreditor Agreement, which are owned by the Company or a Guarantor and are required to be pledged pursuant to the Collateral Documents; (3) 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 such Restricted Subsidiary, other than Excluded Assets and subject to Permitted Liens and the Intercreditor Agreement, including the filing of Uniform Commercial Code financing statements, in each case as may be required by the Collateral Documents; (4) take such further action and execute and deliver such other documents specified in the Indenture Documents or as otherwise may be reasonably requested by the Trustee or Collateral Agent to give effect to the foregoing; and (5) deliver to the Trustee and deliver the Collateral Agent an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or (i) such supplemental indenture and any other Restricted Subsidiarydocuments required to be delivered have been duly authorized, executed and delivered by such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any constitute legal, valid, binding and enforceable obligations of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for (ii) the guarantee of the payment of the Notes by Collateral Documents to which such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness Subsidiary is Senior Debt, in which case a party create a valid perfected Lien on the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeCollateral covered thereby.

Additional Subsidiary Guarantees. If the Partnership or any Each of its Parent’s Restricted Subsidiaries acquires or creates another Restricted Subsidiary (other than the Issuer and any Excluded Subsidiary) will initially Guarantee the Notes. If after the Issue Date (x) Parent, the Issuer or any Restricted Subsidiary forms, acquires or redesignates any Restricted Subsidiary that is not an Excluded Subsidiary, (y) any Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary, or (z) any Restricted Subsidiary guarantees any Indebtedness of either of the IssuersNew Notes, then that newly acquired or created such Restricted Subsidiary must shall (a) become a Subsidiary Guarantor and execute pursuant to a supplemental indenture satisfactory to this Indenture substantially in the form attached as Exhibit D hereto, and execute and deliver joinders to the Trustee Intercreditor Agreement and deliver an Opinion of Counsel to the Trustee Security Agreement, in each case within 10 Business Days of the date on which it was acquired such Restricted Subsidiary first guarantees such Indebtedness and (b) within 10 days (or createdwith respect to mortgages 150 days or with respect to deposit account control agreements, within 30 days) or such later date as the First Lien Collateral Agent, if any, may have agreed to with respect to the corresponding requirement under the New Notes Indenture, create or perfect the security interests in favor of the Second Lien Collateral Agent for the benefit of the Exchange Notes Secured Parties in the Collateral of such Subsidiary to the extent required by this Indenture. If Notwithstanding any of the foregoing to the contrary, in no event will (i) any CFC (ii) any CFC Holdco, or (iii) any direct or indirect Subsidiary of a Restricted CFC or any CFC Holdco be required to Guarantee the Notes unless any such entity guarantees the New Notes. Parent may elect, in its sole discretion, to cause any Subsidiary that is not then otherwise required to be a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted to become a Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior DebtGuarantor. Notwithstanding the foregoing, any Guarantee Opinions of a Restricted Counsel will not be required in connection with the addition of new Subsidiary that was incurred pursuant Guarantors or in connection with such Subsidiary Guarantors entering into the Security Documents or to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted vest in the creation of Second Lien Collateral Agent a perfected security interest in such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeafter-acquired collateral.

Additional Subsidiary Guarantees. If the Partnership or any of its entity (other than an Excluded Restricted Subsidiaries acquires or creates another Subsidiary) shall become a Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either date of the IssuersSixth Supplemental Indenture, then that newly acquired or created such Restricted Subsidiary must become a Subsidiary Guarantor and shall execute a supplemental indenture satisfactory in the form of Exhibit B attached hereto, pursuant to the Trustee which it shall provide a Subsidiary Guarantee and deliver an Opinion of Counsel to with respect thereto, in accordance with the Trustee within 10 Business Days terms of the date on which it was acquired or createdIndenture. If a No Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or (including any other Excluded Restricted Subsidiary) shall consolidate (or, for the avoidance of doubt, amalgamate) with or merge with or into (whether or not such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will is the surviving Person), another Person (other than the Company) whether or not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless affiliated with such Restricted Subsidiary simultaneously executes and delivers unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation (or amalgamation) or merger (if other than such Restricted Subsidiary) assumes all the obligations of such Restricted Subsidiary under its Subsidiary Guarantee (except in the case of an Excluded Restricted Subsidiary) pursuant to a supplemental indenture providing for in form and substance reasonably satisfactory to the guarantee Trustee; (2) immediately after giving effect to such transaction, no Default or Event of the payment of the Notes by Default exists; and (3) such Restricted Subsidiary, which Guarantee shall or any Person formed by or surviving any such consolidation (or amalgamation) or merger, would be senior permitted to incur, immediately after giving effect to such transaction, at least $1.00 of additional Indebtedness pursuant to the test set forth in the first paragraph of Section 4.9 of the Indenture. In the event of: (1) a sale or pari passu with such other disposition of all of the assets of any Restricted Subsidiary's guarantee , by way of merger, consolidation (or pledge to secure such amalgamation) or otherwise; (2) a sale or other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee disposition of all of the Notes may be subordinated to capital stock of any Restricted Subsidiary; or (3) the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee designation of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its as an Unrestricted Subsidiary in accordance with the terms that it shall be automatically and unconditionally released upon the release or discharge of Section 4.15 of the guarantee which resulted Indenture, then such Restricted Subsidiary (in the creation event of a sale or other disposition, by way of such a merger, consolidation (or amalgamation) or otherwise, of all of the capital stock of such Restricted Subsidiary or in the event of the designation of such Restricted Subsidiary as an Unrestricted Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all of the assets of such Restricted Subsidiary's ) will be released and relieved of any obligations under its Subsidiary Guarantee, except a discharge provided that the Net Proceeds of such sale or release by, or as a result other disposition are applied in accordance with the applicable provisions of payment under, such guaranteeSection 4.17 of the Indenture.

Additional Subsidiary Guarantees. If (a) So long as the Partnership or any of its Restricted Subsidiaries acquires or creates another Other Credit Agreement remains in effect the Company will cause each Restricted Subsidiary that becomes a borrower or a guarantor thereunder or in respect thereof after the Issue Date that guarantees any Indebtedness of either date of the Issuers, then that newly acquired or created Closing Date (if such Restricted Subsidiary must is not at the time a Subsidiary Guarantor) to become a Subsidiary Guarantor by executing and execute delivering a supplemental indenture satisfactory Subsidiary Guarantee, prior to or concurrently with so becoming a borrower or a guarantor; and promptly and in any event within ten Business Days thereafter the Company will furnish the Bank with a counterpart of such executed Subsidiary Guarantee, together with an opinion of the Company's general counsel or other counsel reasonably acceptable to the Trustee Bank (which opinion may be subject to customary exceptions, qualifications and deliver an Opinion limitations under the circumstances none of Counsel which shall affect the parity of obligations of such Subsidiary Guarantor under its Subsidiary Guarantee and the obligations of such Subsidiary Guarantor as a borrower or guarantor under the Other Credit Agreement) to the Trustee within 10 Business Days effect that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Restricted Subsidiary and is valid, binding and enforceable in accordance with its terms. (b) Except as provided in Subsection (c) below, the Company will cause each Subsidiary Guarantee to remain in full force and effect at all times after the execution and delivery thereof, provided that the Bank agrees that any Subsidiary Guarantor shall automatically be discharged from all of its obligations and liabilities under its Subsidiary Guarantee, effective at the time such Subsidiary Guarantor ceases to be a Subsidiary of the date on which it was acquired Company after giving effect to a consolidation, merger, sale or created. If other disposition (other than in a Restricted Subsidiary transaction resulting in an assumption by the successor pursuant to Section 6.06 (a)(ii)), and except that this proviso shall not apply (i) if a Default has occurred and is not then continuing, (ii) to a Subsidiary Guarantor guarantees Indebtedness of either of if any amount is then due and payable under its Subsidiary Guarantee, (iii) to a Subsidiary Guarantor which at the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver time is a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment guarantor of any other Indebtedness of either Issuer unless such the Company or another Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such (other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of than a Restricted Subsidiary that was incurred pursuant ceases to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge a Subsidiary of the guarantee which resulted Company after giving effect to such transaction) that is not also concurrently being released or (iv) unless within three Business Days after such discharge, the Company shall have furnished the Bank with a certificate of a Senior Financial Officer describing such transaction and certifying that such discharge was effected in compliance with the creation terms of this Subsection (b). (c) To the extent that a Subsidiary Guarantor ceases to be a borrower and/or a guarantor under the Other Credit Agreement, at the request of the Company accompanied by a certificate of a Senior Financial Officer to that effect, the Bank shall promptly release such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeGuarantor from its obligations under this Agreement.

Additional Subsidiary Guarantees. (a) If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary (other than an Immaterial Subsidiary) after the Issue Date that guarantees any Indebtedness of either of the IssuersDate, then that newly acquired or created the Company shall cause such Domestic Restricted Subsidiary must become a Subsidiary Guarantor (other than an Immaterial Subsidiary) to within thirty (30) days after such creation or acquisition: (1) execute and execute deliver to the Trustee a supplemental indenture satisfactory substantially in the form of Exhibit F hereto pursuant to which such Domestic Restricted Subsidiary shall guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected security interest in the assets of such new Domestic Restricted Subsidiary of the type that would constitute Collateral (which for the avoidance of doubt shall not include any Excluded Assets), subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law; (3) take such further action and execute and deliver such other documents specified in this Indenture, the Intercreditor Agreement or otherwise reasonably requested by the Trustee or Collateral Agent to effectuate the foregoing; and (4) deliver to the Trustee and deliver an Opinion of Counsel that such supplemental indenture and any other documents required to the Trustee within 10 Business Days of the date on which it was acquired or created. If a be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary that is not then and constitutes a legal, valid, binding and enforceable obligation of such Domestic Restricted Subsidiary Guarantor guarantees Indebtedness and such other opinions regarding the perfection of either such Liens in the assets of the Issuers or any other such Domestic Restricted SubsidiarySubsidiary as provided for in this Indenture. Thereafter, such Domestic Restricted Subsidiary shall execute be a Guarantor for all purposes of this Indenture. (b) If any Guarantor becomes an Immaterial Subsidiary, the Company shall have the right to designate such Guarantor as an Immaterial Subsidiary and, by execution and deliver a Guarantee. The Partnership will not permit any delivery of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for to the guarantee of Trustee, to cause such Immaterial Subsidiary to cease to be a Guarantor, subject to the payment of the Notes by requirement described in Section 4.17(a) that such Restricted Subsidiary, which Guarantee Subsidiary shall be senior required to or pari passu with become a Guarantor if it ceases to be an Immaterial Subsidiary (except that if such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent Subsidiary has been properly designated as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted an Unrestricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall not be automatically and unconditionally released upon so required to become a Guarantor or comply with the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeSection 4.17(a)).

Additional Subsidiary Guarantees. If any of the Company's Restricted Subsidiaries that is not a Subsidiary Guarantor is a guarantor of Pari Passu Indebtedness or of the Company's 10% Senior Notes due 2007, then the Company shall cause such Restricted Subsidiary to become a Subsidiary Guarantor. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Restricted Subsidiary that is not a Subsidiary Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary, that caused the total consolidated assets owned by all Restricted Subsidiaries that are not Subsidiary Guarantors to exceed in the aggregate 2% of the total consolidated assets of the Company, then the Company shall cause one or more of such transferees or acquired or other Restricted Subsidiaries to become Subsidiary Guarantors to the extent necessary to cause the total consolidated assets owned by all Restricted Subsidiaries that are not Subsidiary Guarantors not to exceed in the aggregate 2% of the total consolidated assets of the Company. If required to become a Subsidiary Guarantor guarantees Indebtedness of pursuant to either of the Issuers immediately preceding sentences, such transferee or any acquired or other Restricted Subsidiary shall: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and the Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing Guarantor for the guarantee all purposes of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If (a) The Company covenants and agrees that, at any time after the Partnership or date hereof any of its the Company’s Subsidiaries that is not at such time a Subsidiary Guarantor becomes a Restricted Subsidiary (including upon a Revocation of the Designation of a Subsidiary as an Unrestricted Subsidiary) and is not prevented from becoming a Subsidiary Guarantor because of local laws or the existence of minority shareholders, or that at any time after the date hereof any of the Company’s Restricted Subsidiaries acquires that had been prevented from becoming a Subsidiary Guarantor because of local laws or creates another the existence of minority shareholders (a “Non-Guarantor Restricted Subsidiary”) is no longer prevented from becoming a Subsidiary Guarantor because of local laws or the existence of minority shareholders, the Company shall, after becoming aware of such event, (i) promptly notify the Trustee in writing of such event and (ii) cause such Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted (an “Additional Subsidiary must Guarantor”) concurrently to become a Subsidiary Guarantor and execute on a general unsecured senior basis (promptly following the determination in accordance with the terms of this Indenture that such Subsidiary is a Restricted Subsidiary) by executing a supplemental indenture satisfactory to substantially in the form of Exhibit E hereto and providing the Trustee with an Officers’ Certificate and deliver an Opinion to comply in all respects with the provisions of Counsel to this Indenture and the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary Notes, as applicable; provided, however, that is not then a each Additional Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon and discharged from its obligations under such additional note guarantee (“Additional Note Guarantee”) only in accordance with Section 10.2; and provided further that no Officers’ Certificate shall be required solely pursuant to this Section 10.5(a) on the release or discharge Issue Date. (b) The Company shall notify, in accordance with Section 11.1, the Holders of the guarantee which resulted any execution of a supplemental indenture pursuant to and in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or accordance with Section 10.5(a); provided that no notice shall be required solely pursuant to this Section 10.5(b) as a result of payment underthe execution of any supplemental indenture pursuant to and in accordance with Section 10.5(a) on the Issue Date. (c) To the extent otherwise permitted under this Indenture, the Company may form, create or acquire new Restricted Subsidiaries that may also be Non-Guarantor Restricted Subsidiaries, to the extent they are prevented from local law or the existence of minority shareholders from guaranteeing the Notes; provided that the Company provides the Trustee with an Officer’s Certificate certifying that such guaranteesubsidiary is prevented by local law or the existence of minority shareholders from guaranteeing the Notes.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date that Date, any other Subsidiary is a borrower under or guarantees the Senior Credit Facilities, the Existing Term Loan Credit Agreement, the Old Notes or any Indebtedness of either other indebtedness incurred pursuant to clause (1) of the Issuers, second paragraph of the covenant described above under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” then that newly acquired or created Restricted such Subsidiary must (a) become a Subsidiary Guarantor pursuant to a supplemental indenture, and execute a supplemental indenture satisfactory and deliver joinders to the Trustee Intercreditor Agreements and deliver an Opinion of Counsel to the Trustee Notes Security Agreement and (b) within 10 Business Days the time periods permitted under the Security Documents, create or perfect the security interests in favor of the date on which it was acquired or createdNotes Collateral Agent for the benefit of the Secured Parties in the Collateral of such Subsidiary. If a Restricted no such Indebtedness is outstanding, the Notes will be required to be guaranteed in the future by the then-existing Subsidiary Guarantors and, additionally, any other Subsidiary that is not then a wholly owned Domestic Subsidiary Guarantor guarantees Indebtedness of either and constitutes a Significant Subsidiary of the Issuers Issuer and each such Subsidiary will comply with the requirements of clauses (a) and (b) above. Notwithstanding any of the foregoing to the contrary, in no event will (x) (i) any CFC, (ii) any direct or indirect Subsidiary of a CFC or (iii) any CFC Holdco or (y) any Broadcast License Subsidiary be required to Guarantee the Notes unless any such entity is a borrower under or guarantees the Senior Credit Facilities, the Existing Term Loan Credit Agreement, the Old Notes or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was indebtedness incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge clause (1) of the guarantee which resulted in second paragraph of the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.covenant described above under the caption “Certain Covenants—

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If If, after the Partnership or date of this Indenture, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that is not already a Guarantor guarantees any other Indebtedness of either of the IssuersIssuers or any Indebtedness of any Guarantor in excess of the De Minimis Guaranteed Amount, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any of the Credit Facilities (other than incurrences by Xxxxx under the Xxxxx Credit Facility unless the Issuers or Guarantors guarantee or otherwise incur Indebtedness under the Xxxxx Credit Facility), then in either case that newly acquired or created Restricted Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to substantially in the Trustee form of Annex A hereto and deliver an Opinion of Counsel delivering it to the Trustee within 10 30 Business Days of the date on which it was acquired guaranteed or created. If a Restricted Subsidiary incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that is the preceding shall not then a Subsidiary Guarantor guarantees Indebtedness of either apply to Subsidiaries of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee which resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary's Subsidiary Guarantee, any other Guarantor (except a discharge or release by, or as a result of payment underunder any such other guarantee) and (y) if such Guarantor is a Domestic Subsidiary, such guaranteeto be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with ARTICLE 10.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary (or other Person that thereupon becomes a Restricted Subsidiary) that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise make an Investment in another Restricted Subsidiary after the Issue Date (or other Person that guarantees any Indebtedness of either of the Issuersthereupon becomes a Restricted Subsidiary) that is not a Guarantor, then that newly such transferee or acquired or created other Restricted Subsidiary must become a Subsidiary Guarantor shall: (1) execute and execute deliver to the Trustee a supplemental indenture 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 and this Indenture on the terms set forth herein; (2) execute and deliver an Opinion to the Collateral Agent and the Trustee such amendments to the Security Agreement as may be necessary in order to grant to the Collateral Agent, for the benefit of Counsel the Holders, a perfected first priority security interest in any assets owned by such Restricted Subsidiary that would be Collateral if owned by the Company; (3) take such actions as may be necessary to grant to the Collateral Agent for the benefit of the Holders and the Trustee a perfected first priority security interest in such assets of such Restricted Subsidiary, 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 Collateral Agent; (4) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (5) deliver to the Trustee within 10 Business Days an opinion of counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation (subject to normal and customary exceptions of such Restricted Subsidiary including opinions that such Restricted Subsidiary (i) has taken or caused to be taken all action required to perfect the security interests in the Collateral in favor of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness Holders including the filing of either financing statements, continuation statements, collateral assignments and any instruments of further assurance, in such manner and in such places as may be required by law to preserve and fully protect the rights of the Issuers Holders, the Trustee and the Collateral Agent under this Indenture and the Security Agreement to all property comprising the Collateral, (ii) has taken or caused to be taken actions required to properly record, register and file all financing statements, continuation statements, collateral assignments and any other Restricted Subsidiaryinstruments of further assurance, and (iii) such recording, registering, filing and delivery are the only recordings, registerings, filings and deliveries necessary to perfect such security interest and that no re-recordings, re-registerings, re-filings or re-deliveries are necessary to maintain such perfection, and further stating that all financing statements and continuation statements have been filed that are necessary fully to preserve and protect the rights of and perfect such security interests of the Collateral Agent for the benefit of itself, the Holders and, the Trustee under the Security Agreement. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If If, after the Partnership or date of this Indenture, (a) any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the IssuersCompany (including any newly formed, then that newly acquired or created newly redesignated Domestic Restricted Subsidiary) (x) guarantees any revolving loans, term loans or capital markets Indebtedness of the Company or a Guarantor or (y) otherwise incurs any revolving loans, term loans or capital markets Indebtedness, in the case of either (x) or (y) above in an aggregate principal amount in excess of $50.0 million, (b) any Domestic Restricted Subsidiary must of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary) becomes a borrower or guarantor under any revolving loans, term loans or capital markets Indebtedness (including, without limitation, the Credit Agreement and any Credit Facility incurred pursuant to Section 4.09(b)(1)) or a guarantor under the 2023 Notes or (c) the Company otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in the case of clauses (a) and (b) within 15 Business Days of the event under such clause occurring (so long as such Domestic Restricted Subsidiary was not a Guarantor immediately prior to such event) and in the case of clause (c) at the Company’s election, the Company shall cause such Restricted Subsidiary to: (i) execute and deliver to the Trustee (a) a supplemental indenture in form and substance satisfactory to the Trustee and deliver an Opinion of Counsel pursuant to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute unconditionally guarantee all of the Company’s obligations under the Notes and deliver this Indenture and (b) a Guarantee. The Partnership will not permit any notation of guarantee in respect of its Restricted SubsidiariesSubsidiary Guarantee; and (ii) deliver to the Trustee one or more Opinions of Counsel that such supplemental indenture (a) has been duly authorized, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless executed and delivered by such Restricted Subsidiary simultaneously executes and delivers (b) constitutes a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically valid and unconditionally released upon the release or discharge of the guarantee which resulted in the creation legally binding obligation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteein accordance with its terms.

Additional Subsidiary Guarantees. If (x) the Partnership Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Domestic Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or (y) any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Domestic Restricted Subsidiary that was incurred an Immaterial Subsidiary is no longer an Immaterial Subsidiary, then such transferee or acquired or other Subsidiary shall: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth herein; (2) if required by the second paragraph shall provide of Section 4.18, (a) execute and deliver to the Collateral Agent and the Trustee such amendments to the Security Documents as the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Holders, a perfected first priority security interest in the Capital Stock of such Subsidiary, subject to the Liens permitted pursuant to the second paragraph Section 4.18, which are owned by its terms the Company or any Subsidiary and required to be pledged pursuant to the Security Agreement, (b) deliver to Collateral Agent the certificates representing such Capital Stock, together with undated stock powers or instruments of transfer, as applicable, endorsed in blank; (3) cause such Subsidiary to take such other actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders and the Trustee a perfected first priority security interest in the Guarantor First Lien Collateral of such Subsidiary and a perfected second priority security interest in the Guarantor Second Lien Collateral, in each case subject to Permitted Prior 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 Collateral Agent; (4) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (5) deliver to the Trustee an Opinion of Counsel that it such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute the legal, valid, binding and enforceable obligations of such Subsidiary as provided for in this Indenture. Thereafter, such Subsidiary shall be automatically and unconditionally released upon the release or discharge a Guarantor for all purposes of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteethis Indenture.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Domestic Restricted Subsidiary that is not then a Guarantor, or that is not, directly or indirectly, a Subsidiary of a Guarantor guarantees Indebtedness or if the Company or any of either its Domestic Restricted Subsidiaries shall organize, acquire or otherwise invest in a Domestic Restrict- ed Subsidiary having total assets with a Fair Market Value in excess of $500,000, then such Domestic Restricted Subsidiary (or if such Domestic Restricted Subsidiary is not a first tier Subsidiary of the Issuers Company, then the applicable first tier Subsidiary, or any other the Company, as applicable) shall: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which such Restricted SubsidiarySubsidiary (or the applicable first tier subsidiary or the Company, as applicable) shall unconditionally guarantee all of the Issuers’ obligations under the Notes and this Indenture on the terms set forth in this Indenture and supplements to the Security Documents and take all actions required thereunder to perfect the Liens created thereunder; and (2) deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary (or the applicable first tier subsidiary or the Company, as applicable) and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary (or the applicable first tier subsidiary or the Company, as applicable). Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtthis Indenture. Notwithstanding the foregoing, any no Excluded Subsidiary shall be required to guarantee the Issuers’ obligations under the Notes. Each future Note Guarantee of by a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted Company’s obligations under the Notes and this Indenture is and will be limited as necessary to prevent any such Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Each Guarantor of the Issuers’ obligations under the Notes and this Indenture will be released in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeaccordance with Section 10.03 hereof.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor (including any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers, then that newly acquired Issuers or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days any Indebtedness of the date on which it was acquired Operating Company or created. If a Restricted Subsidiary that is any other Subsidiary, or if the Operating Company or any other Subsidiary, if not then a Subsidiary Guarantor Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Restricted SubsidiarySubsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Restricted Subsidiary shall execute and deliver must become a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of Annex A hereto and delivering an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within 30 days of the payment of the Notes by such date on which it became a Restricted Subsidiary, which Guarantee shall be senior to Subsidiary or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednessguarantee was executed or such Indebtedness incurred, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtapplicable. Notwithstanding the foregoingpreceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary ’s Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeguarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with the Indenture.

Additional Subsidiary Guarantees. If Upon the Partnership formation or acquisition of any new Wholly Owned Restricted Subsidiaries (including, for the avoidance of doubt, Professional Services Affiliates) by the Issuer or any of its Restricted Subsidiaries acquires or creates another Guarantor that is not an Excluded Subsidiary, then in each case such Restricted Subsidiary after shall (i) execute and deliver to the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor Trustee and execute Collateral Agent a supplemental indenture in form reasonably satisfactory to the Trustee and the Collateral Agent pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, (ii) execute and deliver to the Trustee and Collateral Agent joinders or supplements, as applicable, to the Collateral Documents and the First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement), together with any other filings and agreements (subject to customary extension periods) required by the Collateral Documents to create or perfect the security interests of the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Notes in the Collateral of such Restricted Subsidiary and (iii) deliver to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel certifying that such supplemental indenture and joinders or supplements to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Collateral Documents and First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement) have been duly authorized, executed and delivered by such Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness and constitute legal, valid, binding and enforceable obligations of either of the Issuers or any other such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute be a Guarantor for all purposes of this Indenture, the Collateral Documents and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesthe First Lien Intercreditor Agreement (and, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingif applicable, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeJunior Lien Intercreditor Agreement).

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor (including Noark and any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers, then that newly acquired Issuers or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days any Indebtedness of the date on which it was acquired Operating Company, or created. If a Restricted Subsidiary that is if the Operating Company or any other Subsidiary, if not then a Subsidiary Guarantor Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Restricted SubsidiarySubsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Restricted Subsidiary shall execute and deliver must become a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of AnnexA hereto and delivering an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within 30 days of the payment of the Notes by such date on which it became a Restricted Subsidiary, which Guarantee shall be senior to Subsidiary or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednessguarantee was executed or such Indebtedness incurred, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtapplicable. Notwithstanding the foregoingpreceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary ’s Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeguarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with the Indenture.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Domestic Restricted Subsidiary that is not a Guarantor having total assets (after giving effect to such transfer) with a book value in excess of $500,000, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary having total assets with a book value in excess of $500,000, then such transferee or acquired or other Restricted Subsidiary shall: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary Guarantor guarantees Indebtedness of either shall unconditionally guarantee all of the Issuers or any other Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiariesthis Indenture; provided, directly or indirectlyhowever, to guarantee or pledge the extent that a Restricted Subsidiary is subject to any assets to secure instrument governing Acquired Indebtedness, as in effect at the payment time of any other Indebtedness of either Issuer unless acquisition thereof, that prohibits such Restricted Subsidiary simultaneously executes and delivers from issuing a Guarantee, such Restricted Subsidiary shall not be required to execute such a supplemental indenture providing for until it is permitted to issue such Guarantee pursuant to the terms of such Acquired Indebtedness; provided, further, however, that notwithstanding the above proviso, if any such Restricted Subsidiary incurs Indebtedness under or guarantees the Credit Agreement, then such Restricted Subsidiary shall guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteewell.

Additional Subsidiary Guarantees. If the Partnership or any of its entity (other than an Excluded Restricted Subsidiaries acquires or creates another Subsidiary) shall become a Restricted Subsidiary after the Issue Date that guarantees any Indebtedness date of either of the Issuersthis Indenture, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute a Subsidiary Guarantee and deliver a Guaranteean opinion of counsel with respect thereto, in accordance with the terms of this Indenture. The Partnership will No Restricted Subsidiary (including any Excluded Restricted Subsidiary) shall consolidate with or merge with or into (whether or not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers is the surviving Person), another Person (other than the Company) whether or not affiliated with such Restricted Subsidiary unless (a) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Restricted Subsidiary) assumes all the obligations of such Restricted Subsidiary under its Subsidiary Guarantee (except in the case of an Excluded Restricted Subsidiary) pursuant to a supplemental indenture providing for in form and substance reasonably satisfactory to the guarantee Trustee; (b) immediately after giving effect to such transaction, no Default or Event of the payment of the Notes by Default exists; and (c) such Restricted Subsidiary, which Guarantee shall or any Person formed by or surviving any such consolidation or merger, would be senior permitted to incur, immediately after giving effect to such transaction, at least $1.00 of additional Indebtedness pursuant to Section 4.09 hereof. In the event of (a) a sale or pari passu with such other disposition of all of the assets of any Restricted Subsidiary by way of merger, consolidation or otherwise, (b) a sale or other disposition of all of the capital stock of any Restricted Subsidiary's guarantee of , or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case (c) the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee designation of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide as an Unrestricted Subsidiary in accordance with the terms of Section 4.17, then such Subsidiary (in the event of a sale or other disposition, by its terms that it shall be automatically and unconditionally released upon the release way of such a merger, consolidation or discharge otherwise, of all of the guarantee which resulted in the creation capital stock of such Restricted Subsidiary's , or in the event of the designation of such Restricted Subsidiary as an Unrestricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Restricted Subsidiary) shall be released and relieved of any obligations under its Subsidiary Guarantee, except a discharge ; provided that the Net Proceeds of such sale or release by, or as a result other disposition are applied in accordance with the applicable provisions of payment under, such guaranteethis Indenture.

Additional Subsidiary Guarantees. If the Partnership Cadmus or any of its Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Domestic Restricted Subsidiary that is not then the Issuer or a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers Guarantor, or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit if Cadmus or any of its Restricted SubsidiariesSubsidiaries shall organize, directly acquire or indirectly, to guarantee otherwise invest in or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such hold an Investment in a Domestic Restricted Subsidiary simultaneously executes that is not the Issuer or a Guarantor having total consolidated assets, with a book value in excess of $2.0 million, then such transferee or acquired or other Domestic Restricted Subsidiary shall: (1) execute and delivers deliver to the Trustee a supplemental indenture providing for in form satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee all of the payment Issuer's Obligations under the Senior Subordinated Securities and this Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Opinion of the Notes Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Restricted Subsidiary; PROVIDED, HOWEVER, that notwithstanding the foregoing, each transferee or acquired Domestic Restricted Subsidiary or other Domestic Restricted Subsidiary organized by Cadmus or any of its Restricted Subsidiaries or in which Cadmus or any of its Restricted Subsidiaries shall invest or hold an Investment shall comply with clauses (1) and (2) above if such Domestic Restricted Subsidiary, which Guarantee together with Cadmus' other Restricted Subsidiaries that are not Guarantors, after giving PRO FORMA effect to such transfer, organization, acquisition or Investment, would constitute a Significant Subsidiary of Cadmus (using 5.0%, rather than 10.0%, for purposes of such calculation). Thereafter, such Domestic Restricted Subsidiary shall be senior to or pari passu with such Restricted Subsidiary's guarantee a Guarantor for all purposes of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Restricted Subsidiary that is not a Subsidiary Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary that causes the total consolidated assets owned by all Restricted Subsidiaries that are not Subsidiary Guarantors to exceed in the aggregate 1% of the total consolidated assets of the Company, then the Company shall cause one or more of such transferees or acquired or other Restricted Subsidiaries to become Subsidiary Guarantors to the extent necessary to cause the total consolidated assets owned by all Restricted Subsidiaries that are not Subsidiary Guarantors not to exceed in the aggregate 1% of the total consolidated assets of the Company. If required to become a Subsidiary Guarantor guarantees Indebtedness of either pursuant to the immediately preceding sentence, such transferee or acquired or other Restricted Subsidiary shall (a) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers or any other Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (b) deliver to the Trustee an Opinion of Counsel stating that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing Guarantor for the guarantee all purposes of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If (a) At all times prior to the Partnership occurrence of a Fall-Away Event, if the Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted causes to be transferred any property, in one transaction or a series of related transactions, in excess of $500,000 to any Domestic Subsidiary after that is not a Guarantor, or if the Issue Date that guarantees Company or any Indebtedness of either its Subsidiaries shall organize, acquire or otherwise invest in a Domestic Subsidiary having total assets with a fair market value in excess of the Issuers$500,000, then that newly such transferee or acquired or created Restricted other Domestic Subsidiary must become a Subsidiary Guarantor shall: (i) execute and execute deliver, within 30 Business Days, to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Securities and this Indenture on the terms set forth in this Indenture; and (ii) deliver to the Trustee an Opinion of Counsel to the Trustee within 10 Business Days that such supplemental indenture has been duly authorized, executed and delivered by such Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Subsidiary. (b) Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture. (c) Notwithstanding any other provision of this Section 1011, none of the date on which it was acquired or created. If Foreign Holding Companies, Crompton & Xxxxxxx Receivables Corporation and Assured Insurance Company will be a Restricted Subsidiary that is not then Guarantor unless such entity (i) engages in any business other than acting as a Subsidiary Guarantor guarantees Indebtedness of either holding company for non-Domestic Subsidiaries of the Issuers Company (in the case of a Foreign Holding Company), owns any material assets or has any material liabilities other than in connection with its activities as a special purpose vehicle to facilitate a receivables securitization program of the Company or its Subsidiaries (in the case of Crompton & Xxxxxxx Receivables Corporation) or ceases to transact substantially all of its business as an insurance entity (in the case of Assured Insurance Company) or (ii) guarantees or otherwise becomes obligated with respect to or provides collateral for any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Debt of the payment Company or a Domestic Subsidiary of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeCompany.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers(other than an Unrestricted Subsidiary), then that newly acquired or created the Company shall cause such Domestic Restricted Subsidiary must become a Subsidiary Guarantor to: (1) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (2) (a) execute and deliver to the Collateral Agent such amendments to the Collateral Agreements as the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Holders and the Lenders, a perfected security interest in the Capital Stock of such new Domestic Restricted Subsidiary and any debt securities of such new Domestic Restricted Subsidiary, subject to the Permitted Liens, which are owned by the Company or such new Domestic Restricted Subsidiary and required to be pledged pursuant to the Security Agreement, (b) deliver to the Collateral Agent any certificates representing such Capital Stock and debt securities, together with (i) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such Subsidiary, as the case may be; (3) take such actions necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of the Holders a perfected security interest in the assets of such new Domestic Restricted Subsidiary, subject to the Permitted Liens, including the filing of 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 Collateral Agent; (4) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (5) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to the Trustee within 10 Business Days of the date on which it was acquired or created. If a be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary that is not then and constitutes a legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary Guarantor guarantees Indebtedness and such other opinions regarding the perfection of either such Liens in the assets of the Issuers or any other such Domestic Restricted SubsidiarySubsidiary as provided for in this Indenture. Thereafter, such Domestic Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If If, as at the Partnership or any end of its Restricted the most recently completed Fiscal Quarter, (a) the aggregate consolidated revenues of all Immaterial Subsidiaries acquires or creates another Restricted Subsidiary exceeds 10% of the consolidated revenues of THI, the Borrower shall within 30 days after the Issue Date that guarantees any Indebtedness of either end of the IssuersFiscal Quarter designate, then by written notice to the Lenders, one or more Immaterial Subsidiaries to become Guarantors, to the extent necessary to ensure that the aggregate consolidated revenues of all Immaterial Subsidiaries that are not Guarantors represents less than 10% of the consolidated revenues of THI. or (b) a Subsidiary which was previously an Immaterial Subsidiary has become a Material Subsidiary, the Borrower shall, within 30 days of the end of such Fiscal Quarter, designate by written notice to the Administrative Agents such Subsidiary to become a Guarantor. The Borrower may, at any time prior to the Maturity Date, designate different Immaterial Subsidiaries to be Guarantors and revoke any designation of an Immaterial Subsidiary as a Guarantor, provided that no Default or Event of Default exists at the time of revocation and at all times the aggregate consolidated revenues of all Immaterial Subsidiaries that are not Guarantors shall represent less than 10% of the consolidated revenues of THI. Subject to the preceding sentence, nothing in this Section 5.10 shall prevent the Borrower from revoking the designation of an Immaterial Subsidiary as a Guarantor, even if such Immaterial Subsidiary was previously a Material Subsidiary. Notwithstanding any provision to the contrary in this Agreement or the other Loan Documents, the Advertising Entities and the FIN 46 Entities shall not be required to provide a guarantee. The Borrower will not designate any Immaterial Subsidiary as a new guarantor under the Senior Facilities unless the same Immaterial Subsidiary is designated as a new Guarantor under this Section 5.10. The Borrower shall designate any newly acquired Material Subsidiary as a Guarantor hereunder, and may revoke any designation of an Immaterial Subsidiary as a Guarantor in order to dispose of such Immaterial Subsidiary, provided that such acquisition or created Restricted disposition is otherwise in compliance herewith. No Subsidiary must become of THI other than a U.S. Subsidiary is required to provide directly or indirectly within the meaning of Section 956 of the Code, a Guarantee in respect of the obligations of THI hereunder. No U.S. Subsidiary (other than a U.S. Subsidiary of the Borrower) is required to provide a Guarantee in respect of the obligations of the Borrower hereunder. Any Canadian Subsidiary which is designated as a Guarantor at any time after the Effective Date shall enter into and deliver to the Lenders a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted substantially in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeform entered into by the Canadian Subsidiaries on the Effective Date.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another causes to be transferred, in one transaction or a series of related transactions, any property to any Subsidiary that, following such transaction or series of related transactions is a Domestic Restricted Subsidiary after but is not a Guarantor, or if the Issue Date that guarantees Company or any Indebtedness of either of the Issuersits Subsidiaries shall organize, acquire or otherwise invest in another Subsidiary that, following such organization, acquisition or investment, is a Domestic Restricted Subsidiary but is not a Guarantor, then that newly such transferee or acquired or created Restricted other Subsidiary must become a Subsidiary Guarantor shall: (a) execute and execute a supplemental indenture satisfactory deliver to the Trustee a Guarantee in the form of Guarantee set forth in Exhibit A pursuant to which such Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture; (b) (i) execute and deliver to the Lender Agent such amendments to the Intercreditor Agreement as the Lender Agent deems necessary or advisable in order to make such Subsidiary a party to the Intercreditor Agreement; (ii) execute and deliver to the Collateral Agent and the Trustee such amendments to the Collateral Agreements as the Collateral Agent deems necessary or advisable in order to grant to Collateral Agent, for the benefit of the Holders and the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary and the debt securities of such new Subsidiary (including (A) 100% of all Capital Stock of each of its direct Domestic Subsidiaries, (B) 65% of all Voting Stock of each of its direct Foreign Subsidiaries and (C) 100% of all Capital Stock (other than Voting Stock) of such Foreign Subsidiaries), subject only to Permitted Liens, which are owned by the Company or any Subsidiary and required to be pledged pursuant to the Security Agreement and (iii) deliver to the Collateral Agent the certificates representing such Capital Stock and debt securities, together with (x) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (y) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Opinion Officer of Counsel the Company or such Subsidiary, as the case may be; (c) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders and the Trustee a perfected security interest in the assets of such new Subsidiary, subject only to Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Collateral Agent; (d) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (e) deliver to the Trustee within 10 Business Days an opinion of the date on which it was acquired or created. If a Restricted Subsidiary counsel that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or such supplemental indenture and any other Restricted Subsidiarydocuments required to be delivered (A) have been duly authorized, such Restricted Subsidiary shall execute executed and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes delivered by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu (B) comply with such Restricted Subsidiary's guarantee the applicable requirements of or pledge to secure such other Indebtednessthis Section 4.14 and (C) -44- constitute legal, unless such other Indebtedness is Senior Debtvalid, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically binding and unconditionally released upon the release or discharge of the guarantee which resulted in the creation enforceable obligations of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge and such other opinions regarding the perfection of such liens in the Collateral of or release by, or consisting of the Capital Stock of such Restricted Subsidiary as a result of payment underprovided for in this Indenture. Thereafter, such guaranteeDomestic Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any domestic Restricted Subsidiary that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another domestic Restricted Subsidiary having total equity value in excess of $1.0 million, then such transferee or acquired or other Restricted Subsidiary shall (i) execute and deliver to the Trustee (x) a supplemental indenture pursuant to which such Restricted Subsidiary Guarantor guarantees Indebtedness of either shall unconditionally guarantee all of the Issuers or any other Company's Obligations under the Securities and this Indenture on the terms set forth in this Indenture and (y) unless the Collateral has been released in accordance with the provisions of the Security Documents, Security Documents pursuant to which such Restricted Subsidiary shall grant to the Collateral Agent for the benefit of the Trustee (on behalf of the Trustee and the Holders of the Securities) a Lien on all of its properties and assets of the type constituting the Collateral (on substantially the same terms as the Lien securing the Guarantees granted by the Guarantors on the Issue Date having the priority as set forth in the U.S. Security Agreement); (ii) execute a Guarantee; and (iii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Security Documents, if any, have been duly authorized, executed and delivered by such Restricted Subsidiary and constitute the legal, valid, binding and enforceable Obligations of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiariesthis Indenture, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless until such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which is otherwise released from its Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, as provided in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership (a) If: (1) any Restricted Subsidiary of Inmarsat Group Limited that is a Material Subsidiary guarantees any Indebtedness of Inmarsat Group Limited or any of its Restricted Subsidiaries acquires or creates another Guarantor after the Issue Date or (2) any Restricted Subsidiary after in existence on the Issue Date that guarantees any Indebtedness of either of the IssuersSenior Credit Agreement but is not a Guarantor on the Issue Date becomes a Material Subsidiary, then that newly acquired or created concurrently therewith, the relevant Restricted Subsidiary must become a Subsidiary Guarantor will jointly and execute severally guarantee the Notes pursuant to a supplemental indenture satisfactory in the form set forth in Exhibit F; provided that (i) a Restricted Subsidiary’s Guarantee may be limited to the Trustee extent required by law (but, in such a case, each of Inmarsat Group Limited and its Restricted Subsidiaries will use their best efforts to overcome the relevant legal limit precluding the giving of a joint and several Guarantee and, in the case of a financial assistance or similar prohibition, will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally permitted) and (ii) for so long as it is not permissible under applicable law for a Restricted Subsidiary to become a Guarantor, such Restricted Subsidiary need not become a Guarantor (but, in such a case, each of Inmarsat Group Limited and its Restricted Subsidiaries will use their best efforts to overcome the relevant legal prohibition precluding the giving of the Guarantee and, in the case of a financial assistance or similar prohibition, will procure that the relevant Restricted Subsidiary undertakes all whitewash or similar procedures which are legally permitted). (b) At the time of execution of the supplemental indenture, Inmarsat Investments Limited shall deliver an Opinion of Counsel addressed to and reasonably satisfactory to the Trustee within 10 Business Days of to the date on which it was acquired or created. If a effect that such supplemental indenture has been duly authorized, executed and delivered by the relevant Restricted Subsidiary and constitutes a valid and binding agreement of that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any enforceable in accordance with its terms (subject to customary exceptions). (c) In the case of its Restricted Subsidiariesclause (a)(1) above, directly if the Indebtedness of Inmarsat Group Limited or indirectly, the Guarantor giving rise to the need to guarantee or pledge the Notes: (1) ranks pari passu in right of payment to the Guarantees, any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of such Indebtedness shall rank pari passu in right of payment to the payment relevant Guarantee of the Notes by Notes; or (2) is contractually subordinated in right of payment to the Guarantees of the Notes, any guarantee of such Restricted Subsidiary, which Guarantee Indebtedness shall be senior contractually subordinated in right of payment to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may substantially to the same extent as such Indebtedness is subordinated in right of payment to the Guarantees. (d) In the case of clause (a)(2) above, the relevant guarantee shall be subordinated in right of payment to the guarantee of such under the Senior Debt Credit Agreement to the same extent as the existing Guarantees under this Indenture. Until all amounts which may be or become payable by the Issuer and the Guarantors under the Notes are subordinated have been irrevocably paid in full in cash, to the extent lawful each such Senior Debt. Notwithstanding Guarantee shall provide that the foregoingGuarantor waives and will not in any manner whatsoever claim or take the benefit or advantage of, any Guarantee rights of a reimbursement, indemnity or subrogation or any other rights against the Issuer, Inmarsat Group Limited or any Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or Inmarsat Group Limited as a result of any payment underby such Guarantor under its Guarantee. Each such Guarantee will mature, such guaranteewill be subordinated in right of payment and will be released under the circumstances set out in Article 11.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other of their Restricted SubsidiarySubsidiaries transfers or causes to be transferred, such in one transaction or a series of related transactions, any property to any Person that is not a Guarantor but becomes a Domestic Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment undersuch transaction, or if the Issuers or any of their Restricted Subsidiaries shall organize, acquire or otherwise invest in another Person that is not a Guarantor but becomes a Domestic Restricted Subsidiary as a result of such transaction, then such transferee or acquired or other Subsidiary (other than an Immaterial Subsidiary) shall: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior secured basis all of the Issuers' obligations under the Notes and this Indenture on the terms set forth herein; (2) (a) execute and deliver to the Trustee such amendments to the Collateral Agreements as the Trustee reasonably determines to be necessary or advisable in order to grant to the Trustee, for the benefit of the Holders, a perfected security interest in the Capital Stock of such new Domestic Restricted Subsidiary and any debt securities of such new Domestic Restricted Subsidiary, subject to Permitted Liens, which are owned by the Issuers or such new Domestic Restricted Subsidiary and required to be pledged pursuant to the Security Agreement or the Pledge Agreement, (b) deliver to the Trustee any certificates representing such Capital Stock and debt securities, together with (i) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of such Issuer or such Subsidiary, as the case may be; (3) cause such new Domestic Restricted Subsidiary to take such other actions necessary or as the Trustee reasonably determines to be advisable to grant to the Trustee for the benefit of the Holders a perfected security interest in the assets of such new Domestic Restricted Subsidiary to the extent required pursuant to the terms of the Collateral Agreements, subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Trustee; (4) take such further action and execute and deliver such other documents specified in this Indenture to effectuate the foregoing; and (5) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the Collateral of or consisting of the Capital Stock of such Domestic Restricted Subsidiary as provided for in this Indenture. Thereafter, such guaranteeDomestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Restricted Subsidiary after the Issue Date Person that guarantees any Indebtedness of either of the Issuers, then that newly acquired is or created Restricted Subsidiary must become becomes a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Domestic Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary Guarantor guarantees Indebtedness of either shall unconditionally guarantee all of the Issuers or any Company’s obligations under the Notes and this Indenture on the terms set forth in the Indenture; (2) execute and deliver to the Trustee and the Collateral Agent amendments to the 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; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall execute and deliver be a GuaranteeGuarantor for all purposes of this Indenture. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated Notwithstanding anything to the guarantee of such Senior Debt to contrary in the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingimmediately preceding paragraph, any Guarantee of a Domestic Restricted Subsidiary that was incurred pursuant constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted an Immaterial Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "New Guarantor") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either "Other Indebtedness"), then the New Guarantor shall, within ten business days of the Issuersdate of the New Guarantor's guarantee or assumption of the Other Indebtedness, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor execute and execute deliver to the Trustee a supplemental indenture satisfactory in the form of Exhibit E attached hereto pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee and deliver an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee within 10 Business Days may reasonably request. Upon the release, termination or satisfaction of the date on which it was acquired New Guarantor's guarantee or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either assumption of the Issuers or any other Restricted SubsidiaryOther Indebtedness, such Restricted the New Guarantor's Subsidiary Guarantee shall execute automatically be released and deliver a Guaranteeterminated. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Upon request of the payment of New Guarantor, the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If The Company shall cause any Domestic Subsidiary of the Partnership Company which incurs, has outstanding or guarantees any Indebtedness to, simultaneously with such incurrence or guarantee (or, if such Domestic Subsidiary has outstanding or guarantees Indebtedness at the time of its creation or acquisition, at the time of such creation or acquisition), become a Guarantor and execute and deliver to the Trustee a supplemental indenture, in form and substance reasonably satisfactory to the Trustee, pursuant to which such Subsidiary will agree to guarantee the Company’s obligations under the Notes; provided, however, that (i) no Lexus Dealership Subsidiary or Toyota Dealership Subsidiary shall be required to comply with this covenant unless such Subsidiary guarantees, assumes or otherwise agrees to become liable for any Indebtedness of the Company or any of its Restricted the Company’s Subsidiaries acquires (other than a Lexus Dealership Subsidiary or creates another Restricted Subsidiary after the Issue Date that guarantees any Toyota Dealership Subsidiary), other than Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of in existence on the date hereof (or committed to by lenders under Credit Facilities in existence on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debtdate hereof), in which case the Guarantee such Subsidiary shall, concurrently with its execution and delivery of the Notes may be subordinated guarantee, agreement or instrument pursuant to which such Subsidiary guarantees, assumes or otherwise agrees to become liable for such Indebtedness (or upon the guarantee acquisition by the Company of such Senior Debt Subsidiary if such Subsidiary has entered into such a guarantee or other agreement prior to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of its becoming a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted Company), become a Guarantor and (ii) all Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture, for so long as they continue to constitute Unrestricted Subsidiaries, will not have to comply with the creation requirements of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteethis Section 4.17.

Additional Subsidiary Guarantees. If Holdings, the Partnership Issuers or any of its their Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Domestic Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of Guarantor, or if Holdings, the Issuers or any of their Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary having total assets with a net book value in excess of $500,000, then such transferee or acquired or other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver to the Trustee a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, supplemental indenture in form reasonably satisfactory to guarantee or pledge any assets the Trustee pursuant to secure the payment of any other Indebtedness of either Issuer unless which such Restricted Subsidiary simultaneously executes shall unconditionally guarantee all of the Issuers' obligations under the Notes and delivers this Indenture on the terms set forth in this Indenture. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture; provided that such Subsidiary shall not be required to execute such a supplemental indenture providing for the or guarantee of the payment of the Notes by if such Restricted Subsidiary is an Unrestricted Subsidiary, which Guarantee shall be senior to is prohibited by law from making such a guarantee or pari passu with such Restricted Subsidiary's guarantee Subsidiary is prohibited by the terms of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, a preexisting agreement (not entered into in which case the Guarantee of the Notes may be subordinated to the guarantee contemplation of such Senior Debt to the same extent as the Notes are subordinated to Subsidiary being acquired) which prohibits such Senior Debtguarantee. Notwithstanding the foregoing, any Guarantee of Guaranty by a Restricted Subsidiary that was incurred pursuant to this paragraph shall may provide by its terms that it shall be automatically and unconditionally released and discharged: (i) upon the release any sale or discharge other disposition of all or substantially all of the guarantee which resulted in the creation assets of such Restricted Subsidiary (including by way of merger or consolidation or any sale of all of the Capital Stock of that Restricted Subsidiary's ) to a Person that is not the Issuers or a Subsidiary; provided that the Issuers shall, if applicable, apply the Net Cash Proceeds of that sale or other disposition in accordance with the applicable provisions of this Indenture; or (ii) if the Issuers designate such Restricted Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteean Unrestricted Subsidiary in accordance with this Indenture.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted (a) All Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then Company shall be Subsidiary Guarantors. The Company shall not permit any Person that newly acquired or created Restricted Subsidiary must become is not a Subsidiary Guarantor to be a Subsidiary, and shall cause each Subsidiary that is not a Subsidiary Guarantor to execute and deliver a supplemental indenture satisfactory to (which provides for a Subsidiary Guarantee) in the Trustee form attached hereto as Exhibit B and deliver an Opinion of Counsel to the Trustee within 10 Business Days to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a valid and binding obligation of the date on which it was acquired or created. If a Restricted such Subsidiary, enforceable against such Subsidiary that is in accordance with its terms (subject to customary exceptions). (b) Notwithstanding subsection (a) of this Section, Neocork Technologies, Inc. ("NEOCORK") shall not then be required to be a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary and shall not be required to execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee as specified in subsection (a) above so long as (i) Neocork is a Subsidiary of the payment Company but is not a Wholly Owned Subsidiary of the Notes Company, and (ii) Neocork has not incurred any Indebtedness or other obligations (as borrower, guarantor or otherwise) with respect to any Indebtedness of the Company or any Subsidiary Guarantor that is incurred by such Restricted Subsidiarythe Company or a Subsidiary Guarantor on or after the Issue Date (including, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednesswithout limitation, unless such other Indebtedness is New Senior Debt, in which case the Guarantee ). Upon failure of either or both of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted conditions set forth in the creation of such Restricted Subsidiary's Subsidiary Guaranteepreceding sentence, except a discharge or release bythe Company shall promptly comply, or as a result of payment underand shall cause Neocork to promptly comply, such guaranteewith subsection (a) above.

Additional Subsidiary Guarantees. If If, after the Partnership or date of this Indenture, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the IssuersIssuers or any Indebtedness of any Subsidiary Guarantor in excess of the De Minimis Guaranteed Amount, or any Domestic Subsidiary, if not then a Subsidiary Guarantor, incurs any Indebtedness under any of the Credit Facilities (other than incurrences by Xxxxx under the Xxxxx Credit Facility unless the Issuers or Guarantors guarantee or otherwise incur Indebtedness under the Xxxxx Credit Facility), then in either case that newly acquired or created Restricted Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to substantially in the Trustee form of Annex A hereto and deliver an Opinion of Counsel delivering it to the Trustee within 10 30 Business Days of the date on which it was acquired guaranteed or created. If a Restricted Subsidiary incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.6; provided, however, that is the preceding shall not then a Subsidiary Guarantor guarantees Indebtedness of either apply to Subsidiaries of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Subsidiary Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee which resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary's any other Subsidiary Guarantee, Guarantor (except a discharge or release by, or as a result of payment underunder any such other guarantee) and (y) if such Subsidiary Guarantor is a Domestic Subsidiary, such guaranteeto be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with Section 9 hereof.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other IndebtednessIndebtedness (and, unless if such other Indebtedness being guaranteed or secured is Senior Debta Subordinated Obligation or a Guarantor Subordinated Obligation, then such guarantee of or pledge to secure such other Indebtedness shall be expressly subordinated in which case the right of payment to such Restricted Subsidiary's Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior DebtNotes). Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries, other than a Securitization Entity, transfers or causes to be transferred, in one transaction or a series of related transactions in excess of $500,000, any property to any Domestic Restricted Subsidiary that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Domestic Restricted Subsidiary after the Issue Date that guarantees any Indebtedness having total assets with a fair market value in excess of either of the Issuers$500,000, then that newly such transferee or acquired or created other Restricted Subsidiary must become a Subsidiary Guarantor shall: (1) execute and execute deliver, within 30 business days, to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee and pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes issued under this Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary that is not then and constitutes a Subsidiary Guarantor guarantees Indebtedness legal, valid, binding and enforceable obligation of either of the Issuers or any other such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute and deliver be a GuaranteeGuarantor for all purposes of this Indenture. The Partnership In no event will not permit any (a) Assured Insurance Company be a Guarantor unless such entity either ceases to transact substantially all of its Restricted Subsidiaries, directly business as an insurance entity or indirectly, to guarantee or pledge any assets to secure the payment of guarantees any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to Company or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted Company, (b) Crompton International Corp. be a Guarantor unless such entity engages in any business other than acting as a holding company for the creation Company's foreign equity investments or guarantees any other Indebtedness of such the Company or a Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release byof the Company, or as (c) Crompton & Xxxxxxx Receivables Corporation, Crompton LLC or Witco Europe Investment Partners be a result of payment under, such guaranteeGuarantor.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates causes to be transferred, in one transaction or a series of related transactions, any property aggregating more than $50,000 to any Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, or if the Company or any of its Subsidiaries shall organize, acquire or otherwise invest in another Restricted Subsidiary that is not a Foreign Subsidiary, then such transferee or acquired or other Subsidiary shall (a) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (b) deliver to the Trustee an Opinion of Counsel stating that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding in equity or at law; provided, however, that any Subsidiary acquired on or after the Issue Date that guarantees which is prohibited from entering into a Guarantee pursuant to restrictions contained in any Indebtedness debt instrument or other agreement in existence at the time such Subsidiary was so acquired which was not entered into in anticipation or contemplation of either of the Issuers, then that newly acquired or created Restricted Subsidiary must such acquisition shall not be required to become a Subsidiary Guarantor so long as any such restriction is in existence and execute a supplemental indenture satisfactory to the Trustee extent of such restriction. After the execution and deliver an Opinion delivery of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted such supplemental indenture, such Subsidiary that is not then shall be a Subsidiary Guarantor guarantees Indebtedness for all purposes of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership or any The Company shall cause each of its existing and future Restricted Subsidiaries acquires or creates another Restricted Subsidiary after that is a Domestic Subsidiary, other than USDS, Inc. and the Issue Date that guarantees any Indebtedness of either of the IssuersDiscontinued Domestic Subsidiaries, then that newly acquired or created Restricted Subsidiary must to become a Subsidiary Guarantor by executing and execute delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture (and, unless the Registration Rights Agreement has terminated prior to the date of such Supplemental Indenture, the Registration Rights Agreement) as a Subsidiary Guarantor and (ii) an Opinion of Counsel and Officers' Certificate to the effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid, binding and enforceable obligation of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee and deliver an Opinion provided that no opinion need be rendered concerning the enforceability of Counsel the Subsidiary Guarantee); provided, further that the Company shall cause each Discontinued Domestic Subsidiary to become a Subsidiary Guarantor by execution and delivery to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee pursuant to which such Discontinued Domestic Subsidiary shall assume all obligations of the payment of Subsidiary Guarantors under the Indenture, the Notes and the Registration Rights Agreement, such supplemental indenture to be executed and delivered by such Restricted Subsidiarythe Company, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednessthe Subsidiary Guarantors and each Discontinued Domestic Subsidiary no later than September 30, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated 2003 (except to the guarantee of extent such Senior Debt to Discontinued Domestic Subsidiary is sold by the same extent as the Notes are subordinated Company prior to such Senior Debtdate). Notwithstanding No supplemental indenture is required with respect to any Subsidiary Guarantor that has duly authorized, executed and delivered this Indenture on the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteedate hereof.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date date of this Indenture, any Domestic Subsidiary of the Company that is not already a Guarantor (including, without limitation, any Domestic Subsidiary acquired or created after the date of the indenture) guarantees any other Indebtedness in excess of a De Minimis Guaranteed Amount of either of the Issuers, then that newly acquired Issuers or created Restricted Subsidiary must become any Indebtedness of the Operating Company or a Subsidiary Guarantor and execute a supplemental indenture satisfactory to Guarantor, or the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is Operating Company, if not then a Subsidiary Guarantor Guarantor, guarantees any other Indebtedness of either of the Issuers or a Subsidiary Guarantor in excess of a De Minimis Guaranteed Amount or incurs any other Restricted SubsidiaryIndebtedness under any Credit Facility in excess of a De Minimis Guaranteed Amount, such Restricted then in either case that Subsidiary shall execute and deliver will become a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of Annex A hereto and delivering it to the Trustee within 180 days of the payment date on which it guaranteed or incurred such Indebtedness in excess of a De Minimis Guaranteed Amount, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Notes by such Restricted Subsidiary, which Guarantee shall be senior Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtconstitute Unrestricted Subsidiaries. Notwithstanding the foregoingpreceding, any Guarantee guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 as a result of a guarantee of any other Indebtedness in excess of a De Minimis Guaranteed Amount shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which that resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee’s guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. (a) If the Partnership Parent Guarantor or any of its Restricted Subsidiaries acquires shall acquire or creates create another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that such newly acquired or created Restricted Subsidiary must become shall execute a supplemental indenture becoming a Subsidiary Guarantor in accordance with the terms of this Indenture. (b) A Subsidiary Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person, other than the Parent Guarantor or another Subsidiary Guarantor, unless: (i) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ii) either: (A) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) is a corporation, partnership, limited liability company or business trust organized or existing under the laws of the United States, any state thereof or the District of Columbia and execute assumes all the obligations of that Subsidiary Guarantor under the Indenture, its Notes Guarantee and the Registration Rights Agreement pursuant to a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to Trustee; or (B) such sale or other disposition complies with the Trustee within 10 Business Days “Limitation on Asset Sale” covenant of the date on which it was acquired or created. If Indenture, including the application of the Net Proceeds therefrom. (c) The Notes Guarantee of a Restricted Subsidiary Guarantor will be released in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not then a (either before or after giving effect to such transaction) the Company or another Subsidiary of the Parent Guarantor, if the sale of all such Capital Stock of that Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu complies with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeSection 4.11 herein.

Additional Subsidiary Guarantees. If the Partnership Company or any Subsidiary transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Subsidiary that is not a Guarantor having total assets (after giving effect to such transfer) with a book value in excess of $500,000, or if the Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Restricted Domestic Subsidiary after the Issue Date that guarantees any Indebtedness having total assets with a book value in excess of either of the Issuers$500,000, then that newly acquired or created Restricted such Domestic Subsidiary must become a Subsidiary Guarantor shall: execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; and deliver to the Trustee an Opinion of Counsel that such supplemental indenture 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 Guarantor for all purposes of this Indenture; provided, however, that (i) if such Subsidiary is a Non-Guarantor Subsidiary, it shall not be required to be a - 103 - Guarantor hereunder and (ii) to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary extent that is not then a Subsidiary Guarantor guarantees Indebtedness is subject to any instrument governing Acquired Debt, as in effect at the time of either of the Issuers or any other Restricted Subsidiaryacquisition thereof, that prohibits such Subsidiary from issuing a Guarantee, such Restricted Subsidiary shall not be required to execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for until it is permitted to issue such Guarantee pursuant to the terms of such Acquired Debt; provided, further, however, that notwithstanding the above proviso, if any such Subsidiary, other than a Non-Guarantor Subsidiary, incurs Indebtedness under or guarantees the Senior Credit Facility, then such Subsidiary or Non-Guarantor Subsidiary will guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteewell.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date that guarantees Date, any Indebtedness of either Restricted Subsidiary of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary Company that is not then already a Subsidiary Guarantor (x) borrows any Indebtedness under the Credit Agreement or guarantees any Indebtedness of either of the Issuers or any other Restricted Subsidiary, Guarantors under the Credit Agreement or (y)(i) borrows any Indebtedness under any other Credit Facility or guarantees any Indebtedness of either of the Issuers or any other Guarantor under any other Credit Facility (other than the Notes) and (ii) the aggregate amount of Indebtedness borrowed or guaranteed by such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any under such other Credit Facility would exceed $10.0 million or the aggregate amount of its Restricted Subsidiaries, directly Indebtedness borrowed or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless guaranteed by such Restricted Subsidiary simultaneously executes and delivers under all such other Credit Facilities would exceed $25.0 million, in each case, after giving effect to such borrowing or guarantee, then that Subsidiary will become a Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of Exhibit D hereto and delivering it to the Trustee within 20 Business Days of the payment date on which it guaranteed or borrowed such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Notes by such Restricted Subsidiary, which Guarantee shall be senior Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtconstitute Unrestricted Subsidiaries. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall Section 4.13 will be automatically subject to the limitations and unconditionally released upon provisions, including the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guaranteeprovisions, except a discharge or release by, or as a result of payment under, such guaranteedescribed under Article Nine.

Additional Subsidiary Guarantees. If In the Partnership event any Subsidiary is required to become a Guarantor by the provisions of Section 4.17 of this Indenture or in the event such Subsidiary's assets, liabilities, earnings or equity become more than "immaterial" or "inconsequential" to the Company and its Subsidiaries on a consolidated basis and the Company determines not to make such separate reporting of such Subsidiary activities as required by Commission interpretations under the Exchange Act and Regulation S-X, or if any of its Restricted Subsidiaries acquires Subsidiary is hereafter required to guarantee any Senior Debt or creates another Restricted Subsidiary after debt that ranks PARI PASSU with the Issue Date that guarantees any Indebtedness of either obligations of the IssuersCompany and the Subsidiary hereunder, then that newly acquired or created Restricted such Subsidiary must become shall guarantee payment of the Securities and the Obligations of the Company hereunder by executing a Subsidiary Guarantor Guarantee having the same terms and execute conditions as those set forth in this Article 11. Such new Subsidiary Guarantee shall be evidenced by the Subsidiary executing and delivering to the Trustee a supplemental indenture and Subsidiary Guarantee in form and substance reasonably satisfactory to the Trustee and deliver an Opinion which subjects such Subsidiary to the provisions of Counsel this Indenture, joint and severally, absolutely and unconditionally and fully as a Guarantor, and also delivers to the Trustee within 10 Business Days an opinion of counsel in form reasonably satisfactory to the date on which it was acquired or created. If a Restricted Trustee that such Subsidiary that Guarantee is not then a Subsidiary Guarantor guarantees Indebtedness valid, binding and enforceable obligation of either of the Issuers or any other Restricted such Subsidiary, subject to such Restricted Subsidiary shall execute customary exceptions for bankruptcy and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes applicable principles as may be subordinated reasonably acceptable to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeTrustee.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Person that is or becomes a Domestic Restricted Subsidiary after the Issue Date (other than an Immaterial Subsidiary) that guarantees any Indebtedness of either of the Issuersis not a Guarantor, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Company shall cause such Domestic Restricted Subsidiary that is not then a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary Guarantor guarantees Indebtedness of either shall unconditionally guarantee on a senior secured basis all of the Issuers Company's obligations under the Notes and this Indenture on the terms set forth herein; (a) execute and deliver to the Collateral Agent such amendments to the Collateral Agreements as the Collateral Agent deems necessary or advisable in order to grant to the Collateral Agent, for the benefit of the Holders and the Lenders, a perfected security interest in the Capital Stock of such new Domestic Restricted Subsidiary and any other debt securities of such new Domestic Restricted Subsidiary, subject to the Permitted Liens, which are owned by the Company or such new Domestic Restricted Subsidiary and required to be pledged pursuant to the Security Agreement, (b) deliver to the Collateral Agent any certificates representing such Capital Stock and debt securities, together with (i) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such Subsidiary, as the case may be; (3) take such actions necessary or as the Collateral Agent reasonably determines to be advisable to grant to the Collateral Agent for the benefit of the Holders a perfected security interest in the assets of such new Domestic Restricted Subsidiary, subject to the Permitted Liens, including the filing of 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 Collateral Agent; (4) take such further action and execute and deliver such other documents specified herein or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (5) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary and such other opinions regarding the perfection of such Liens in the assets of such Domestic Restricted Subsidiary as provided for herein. Thereafter, such Domestic Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If If, after the Partnership Issue Date, (i) the Company or any of its Restricted Subsidiaries acquires shall (A) transfer or creates another Restricted Subsidiary after the Issue Date that guarantees cause to be transferred, any Indebtedness assets, businesses, divisions, real property or equipment having a fair market or book value in excess of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory $1 million to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness or (B) make any Investment having an aggregate fair market or book value in excess of either $1 million in any Restricted Subsidiary that is 50 not a Subsidiary Guarantor, or (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor (A) shall provide a guarantee under the Senior Credit Facility or (B) shall own any assets or properties having an aggregate fair market or book value in excess of $1 million, then the Issuers or any other Restricted Subsidiary, Company shall cause such Restricted Subsidiary shall (other than any Exempt Foreign Subsidiary) to execute and deliver a Guaranteesupplemental indenture to this Indenture, substantially in the form of Exhibit D hereto, agreeing to be bound by its terms applicable to a Subsidiary Guarantor and providing for a Subsidiary Guarantee of the Notes by such Restricted Subsidiary, in accordance with the terms of this Indenture. The Partnership will Company shall not permit any of its Restricted Subsidiaries, other than a Subsidiary Guarantor, directly or indirectly, to (i) incur, guarantee or secure through the granting of Liens the payment of any Indebtedness of the Company or (ii) pledge any assets intercompany notes representing obligations of any of its Restricted Subsidiaries to secure the payment of any other Indebtedness of either Issuer the Company, in each case, unless the Company shall cause such Restricted Subsidiary simultaneously executes and delivers to execute a supplemental indenture to this Indenture, substantially in the form of Exhibit D hereto, agreeing to be bound by its terms applicable to a Subsidiary Guarantor and providing for the guarantee of the payment a Subsidiary Guarantee of the Notes by such Restricted Subsidiary Guarantor, in accordance with the terms of this Indenture. Further, if after the Issue Date, the Company shall revoke the designation of any Exempt Foreign Subsidiary, which then the Company shall cause such subsidiary to execute a Subsidiary Guarantee shall be senior to or pari passu and deliver an Opinion of Counsel in accordance with such Restricted Subsidiary's guarantee the terms of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "NEW GUARANTOR") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either "OTHER INDEBTEDNESS"), then the New Guarantor shall, within ten business days of the Issuersdate of the New Guarantor's guarantee or assumption of the Other Indebtedness, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor execute and execute deliver to the Trustee a supplemental indenture satisfactory in the form of Exhibit E attached hereto pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee and deliver an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee within 10 Business Days may reasonably request. Upon the release, termination or satisfaction of the date on which it was acquired New Guarantor's guarantee or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either assumption of the Issuers or any other Restricted SubsidiaryOther Indebtedness, such Restricted the New Guarantor's Subsidiary Guarantee shall execute automatically be released and deliver a Guaranteeterminated. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Upon request of the payment of New Guarantor, the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If (a) At all times prior to the Partnership occurrence of a Fall-Away Event, if the Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted causes to be transferred any property, in one transaction or a series of related transactions, in excess of $500,000 to any Domestic Subsidiary after that is not a Guarantor, or if the Issue Date that guarantees Company or any Indebtedness of either its Subsidiaries shall organize, acquire or otherwise invest in a Domestic Subsidiary having total assets with a fair market value in excess of the Issuers$500,000, then that newly such transferee or acquired or created Restricted other Domestic Subsidiary must become a Subsidiary Guarantor shall: (i) execute and execute deliver, within 30 Business Days, to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Subsidiary shall unconditionally guarantee all of the Company’s obligations under the notes and the Indenture on the terms set forth in the Indenture; and (ii) deliver an Opinion of Counsel to the Trustee within 10 Business Days an opinion of counsel that such supplemental indenture has been duly authorized, executed and delivered by such Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Domestic Subsidiary. (b) Thereafter, such Subsidiary shall be a Guarantor for all purposes of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness Indenture. (c) Notwithstanding any other provision of either this Section 1011, none of the Issuers Foreign Holding Companies, Crompton & Xxxxxxx Receivables Corporation and Assured Insurance Company will be a Guarantor unless such entity (i) engages in any business other than acting as a holding company for non-Domestic Subsidiaries of the Company (in the case of a Foreign Holding Company), owns any material assets or has any material liabilities other than in connection with its activities as a special purpose vehicle to facilitate a receivables securitization program of the Company or its Subsidiaries (in the case of Crompton & Xxxxxxx Receivables Corporation) or ceases to transact substantially all of its business as an insurance entity (in the case of Assured Insurance Company) or (ii) guarantees or otherwise becomes obligated with respect to or provides collateral for any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Debt of the payment Company or a Domestic Subsidiary of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeCompany.

Additional Subsidiary Guarantees. If the Partnership Company or any Restricted Subsidiary transfers or causes to be transferred, in one transaction or a series of related transactions, any property with a book value in excess of $500,000 to any Domestic Restricted Subsidiary that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Domestic Restricted Subsidiary after the Issue Date that guarantees any Indebtedness having total assets with a book value in excess of either of the Issuers$500,000, then that newly such transferee or acquired or created other Restricted Subsidiary must become a Subsidiary Guarantor shall: (1) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Securities and this Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary that is not then and constitutes a Subsidiary Guarantor guarantees Indebtedness legal, valid, binding and enforceable obligation of either of the Issuers or any other such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute and deliver be a GuaranteeGuarantor for all purposes of this Indenture. The Partnership obligations of each Guarantor under its Guarantee will not permit be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any of its Restricted Subsidiaries, directly guarantees under the Credit Agreement) and after giving effect to any collections from or indirectly, to guarantee payments made by or pledge any assets to secure the payment on behalf of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Guarantor in respect of the payment obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case Guarantor under the Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Guarantor that makes a payment for distribution under a Guarantee is entitled to a contribution from each other Guarantor in a PRO RATA amount based on the Adjusted Net Assets of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeeach Guarantor.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries, other than a Securitization Entity, transfers or causes to be transferred, in one transaction or a series of related transactions in excess of $500,000, any property to any Domestic Restricted Subsidiary that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Domestic Restricted Subsidiary after the Issue Date that guarantees any Indebtedness having total assets with a fair market value in excess of either of the Issuers$500,000, then that newly such transferee or acquired or created other Restricted Subsidiary must become a Subsidiary Guarantor shall: (1) execute and execute deliver, within 30 business days, to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee and pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes issued under this Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary that is not then and constitutes a Subsidiary Guarantor guarantees Indebtedness legal, valid, binding and enforceable obligation of either of the Issuers or any other such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute and deliver be a GuaranteeGuarantor for all purposes of this Indenture. The Partnership In no event will not permit any (a) Assured Insurance Company be a Guarantor unless such entity either ceases to transact substantially all of its Restricted Subsidiaries, directly business as an insurance entity or indirectly, to guarantee or pledge any assets to secure the payment of guarantees any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to Company or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted Company, (b) Crompton International Corp. be a Guarantor unless such entity engages in any business other than acting as a holding company for the creation Company's foreign equity investments or guarantees any other Indebtedness of such the Company or a Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release byof the Company, or as (c) Crompton & Xxxxxxx Receivables Corporation, Crompton LLC, or Witco Europe Investment Partners be a result of payment under, such guaranteeGuarantor.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "New Guarantor") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either "Other Indebtedness"), then the New Guarantor shall, within ten business days of the Issuersdate of the New Guarantor's guarantee or assumption of the Other Indebtedness, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor execute and execute deliver to the Trustee a supplemental indenture satisfactory pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the Company under this Indenture and the Notes; provided that the foregoing shall not apply to any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee and deliver an Opinion of Counsel and an Officers' Certificate to the Trustee within 10 Business Days effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other 77 similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor. Upon the release, termination or satisfaction of the date on which it was acquired New Guarantor's Subsidiary Guarantee or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either assumption of the Issuers or any other Restricted SubsidiaryOther Indebtedness, such Restricted the New Guarantor's Subsidiary Guarantee shall execute automatically be released and deliver a Guaranteeterminated. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Upon request of the payment of New Guarantor, the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If Concurrently with the Partnership initial incurrence of any Debt by any Subsidiary of the Parent (as a direct obligor or guarantor) under the Revolving Credit Facility or under any extension, renewal or replacement of the Revolving Credit Facility (including without limitation by such Subsidiary becoming a guarantor under the Revolving Credit Facility or any of its Restricted Subsidiaries acquires such extension, renewal or creates another Restricted replacement), the Company will cause such Subsidiary after to execute and deliver to the Issue Date that guarantees any Indebtedness of either holders of the Issuers, then that newly acquired or created Restricted Subsidiary must become Notes a Subsidiary Guarantor Guarantee in the form hereinabove recited and execute will furnish each such holder with a supplemental indenture counterpart of such executed Subsidiary Guarantee, together with an opinion of King & Spalding or other counsel reasonably satisfactory to the Trustee and deliver an Opinion of Counsel Required Holders (which opinion shall be reasonably satisfactory to the Trustee within 10 Business Days of Required Holders and may be subject to customary exceptions, qualifications and limitations under the date on which it was acquired or created. If a Restricted circumstances) to the effect that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Subsidiary and is valid, binding and enforceable in accordance with its terms; provided, however, that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership Company will not permit any of its Restricted Subsidiaries, directly Subsidiary to incur such Debt (as a direct obligor or indirectly, to guarantee or pledge any assets to secure guarantor) unless the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment holders of the Notes by shall have received assurances reasonably satisfactory to the Required Holders that, as between the lenders under the Revolving Credit Facility or such Restricted Subsidiaryextension, which renewal or replacement and the holders from time to time of the Notes, all Debt of such Subsidiary under the Revolving Credit Facility or such extension, renewal or replacement and under its respective Subsidiary Guarantee is and shall be senior (except to or the extent such Debt is secured) pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Debt of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by under its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If any of the Partnership Issuer’s Restricted Subsidiaries (including, for the avoidance of doubt, Professional Services Affiliates) that is not a Guarantor guarantees or becomes otherwise obligated under a Credit Facility incurred under Section 4.09(b)(2) or any of its Restricted Subsidiaries acquires or creates another Capital Markets Indebtedness (including the 2025 Senior Notes and any Financing Notes) in an aggregate principal amount greater than $30.0 million incurred pursuant to Section 4.09, then in each case such Restricted Subsidiary after shall (i) execute and deliver to the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor Trustee and execute Collateral Agent a supplemental indenture in form reasonably satisfactory to the Trustee and the Collateral Agent pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, (ii) execute and deliver to the Trustee and Collateral Agent joinders or supplements, as applicable, to the Collateral Documents and the First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement), together with any other filings and agreements (subject to customary extension periods) required by the Collateral Documents to create or perfect the security interests of the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Notes in the Collateral of such Restricted Subsidiary and (iii) deliver to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel certifying that such supplemental indenture and joinders or supplements to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Collateral Documents and First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement) have been duly authorized, executed and delivered by such Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness and constitute legal, valid, binding and enforceable obligations of either of the Issuers or any other such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute be a Guarantor for all purposes of this Indenture, the Collateral Documents and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesthe First Lien Intercreditor Agreement (and, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingif applicable, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeJunior Lien Intercreditor Agreement).

Additional Subsidiary Guarantees. If In the Partnership or event that any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge guarantees any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of Company other than the Notes by (the "Other Indebtedness"), the Company shall cause such Restricted SubsidiarySubsidiary (an "Additional Guarantor") to concurrently guarantee (an "Additional Guarantee") the Company's Obligations under this Indenture and the Notes to the same extent that such Subsidiary guaranteed the Company's Obligations under the Other Indebtedness (including waiver of subrogation, which if any); provided that if such Other Indebtedness is (i) Senior Indebtedness, the Additional Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee subordinated in right of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated payment to the guarantee of such Senior Debt to Other Indebtedness on the same extent as basis that the Notes are subordinated to such Senior Debt. Notwithstanding Other Indebtedness, (ii) pari passu Indebtedness, the foregoingAdditional Guarantee shall be pari passu in right of payment to the guarantee of such Other Indebtedness, any or (iii) subordinated Indebtedness, the Additional Guarantee shall be senior in right of a Restricted Subsidiary payment with respect to the guarantee of the Other Indebtedness; provided, however, that was incurred pursuant to this paragraph shall provide by its terms that it shall each Additional Guarantor will be automatically and unconditionally released and discharged from its obligations under such Additional Guarantee upon the release or discharge of the guarantee which of the Other Indebtedness that resulted in the creation of such Restricted Subsidiary's Subsidiary Additional Guarantee, except (i) a discharge or release by, or as a result of, any payment under the guarantee of payment under, such guarantee.Other Indebtedness by such Additional Guarantor or (ii) a discharge or release of an initial Guarantee. ARTICLE FIVE

Additional Subsidiary Guarantees. If the Partnership or any of its entity (other than an Excluded Restricted Subsidiaries acquires or creates another Subsidiary) shall become a Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either date of the IssuersFirst Supplemental Indenture, then that newly acquired or created such Restricted Subsidiary must become a Subsidiary Guarantor and shall execute a supplemental indenture satisfactory in the form of Exhibit B attached hereto, pursuant to the Trustee which it shall provide a Subsidiary Guarantee, and deliver an Opinion of Counsel to with respect thereto, in accordance with the Trustee within 10 Business Days terms of the date on which it was acquired or createdIndenture. If a No Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or (including any other Excluded Restricted Subsidiary, ) shall consolidate with or merge with or into (whether or not such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will is the surviving Person), another Person (other than the Company) whether or not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless affiliated with such Restricted Subsidiary simultaneously executes and delivers unless: (1) subject to the provisions of the immediately following sentence, the Person formed by or surviving any such consolidation or merger (if other than such Restricted Subsidiary) assumes all the obligations of such Restricted Subsidiary under its Subsidiary Guarantee (except in the case of an Excluded Restricted Subsidiary) pursuant to a supplemental indenture providing for in form and substance reasonably satisfactory to the guarantee Trustee; (2) immediately after giving effect to such transaction, no Default or Event of the payment of the Notes by Default exists; and (3) such Restricted Subsidiary, which Guarantee shall or any Person formed by or surviving any such consolidation or merger, would be senior permitted to incur, immediately after giving effect to such transaction, at least $1.00 of additional Indebtedness pursuant to the test set forth in the first paragraph of Section 4.8 of the Indenture. In the event of: (1) a sale or pari passu with such other disposition of all of the assets of any Restricted Subsidiary's guarantee , by way of merger, consolidation or pledge to secure such otherwise; (2) a sale or other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee disposition of all of the Notes may be subordinated to capital stock of any Restricted Subsidiary; or (3) the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee designation of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its as an Unrestricted Subsidiary in accordance with the terms that it shall be automatically and unconditionally released upon the release or discharge of Section 4.14 of the guarantee which resulted Indenture, then such Subsidiary (in the creation event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Restricted Subsidiary or in the event of the designation of such Restricted Subsidiary as an Unrestricted Subsidiary) or the Person acquiring the property (in the event of a sale or other disposition of all of the assets of such Restricted Subsidiary's ) will be released and relieved of any obligations under its Subsidiary Guarantee, except a discharge provided that the Net Proceeds of such sale or release by, or as a result other disposition are applied in accordance with the applicable provisions of payment under, such guaranteeSection 4.16 of the Indenture.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the “New Guarantor”) guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either of the Issuers“Other Indebtedness”), then that newly acquired or created Restricted Subsidiary must become a Subsidiary the New Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 ten Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers New Guarantor’s guarantee or any other Restricted Subsidiaryassumption of the Other Indebtedness, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Trustee a supplemental indenture providing for pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the payment Company under this Indenture and the Notes; provided that the foregoing shall not apply to any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor. Upon the release, termination or satisfaction of the Notes by such Restricted SubsidiaryNew Guarantor’s Subsidiary Guarantee or assumption of the Other Indebtedness, which the New Guarantor’s Subsidiary Guarantee shall automatically be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee released and terminated. Upon request of the Notes may be subordinated to New Guarantor, the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the IssuersDate, then that newly acquired or created Restricted the Company shall cause such Subsidiary must become a Subsidiary Guarantor to: (1) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee on a senior secured basis all of the Company’s obligations under the Bonds and this Indenture on the terms set forth in this Indenture; (2) (a) execute and deliver to the Collateral Agent a security agreement in form and substance substantially similar to the Security Agreement (or other agreement, instrument or document in form and substance substantially similar to any comparable Collateral Document) or an amendment or supplement to the relevant Collateral Documents, granting to the Collateral Agent, for the benefit of the Holders, a perfected security interest in (i) the Equity Interests of such new Subsidiary and (ii) any intercompany notes or debt securities of such new Subsidiary, in either case, that are held by the Company or any other of its Subsidiaries, subject to Permitted Liens, and (b) deliver to the Collateral Agent any certificates representing such Equity Interests, intercompany notes and debt securities, together with (i) in the case of such Equity Interests, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (ii) in the case of such intercompany notes or debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such other Subsidiary that holds such Equity Interests, intercompany notes or debt securities, as the case may be; (3) take such actions necessary or as the Collateral Agent reasonably determines to be advisable (subject to the terms of Section 6.02(m) hereof) to grant to the Collateral Agent for the benefit of the Holders a perfected security interest in the assets of such new Subsidiary (other than leasehold interests), subject to the Permitted Liens, including the filing of UCC financing statements in such jurisdictions as may be required by the Security Agreement or by law or as may be reasonably requested by the Collateral Agent; (4) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent (subject to the terms of Section 6.02(m) hereof) to effectuate the foregoing; and (5) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitutes a valid, binding and enforceable obligation of such Subsidiary and such other opinions regarding the Trustee within 10 Business Days perfection of such Liens in the date on which it was acquired or createdassets of such Subsidiary as provided for in this Indenture. If a Restricted Thereafter, such Subsidiary that is not then shall be a Subsidiary Guarantor guarantees Indebtedness for all purposes of either this Indenture. In addition, as promptly as practicable after such formation or acquisition, the Company shall, at the Company’s expense, deliver, unless not required by the Collateral Agent in its sole discretion (subject to the terms of Section 6.02(m) hereof), to the Issuers Collateral Agent with respect to each parcel of real property owned or any held by such Subsidiary title reports, surveys and engineering, soils and other Restricted Subsidiaryreports, and environmental assessment reports, indicating the presence or absence of Hazardous Materials at, on or in such Restricted Subsidiary shall execute parcel (and, if Hazardous Materials in an amount requiring reporting under applicable Law, further environmental assessment reports), each in scope, form and deliver a Guarantee. The Partnership will not permit substance reasonably satisfactory to the Collateral Agent (subject to the terms of Section 6.02(m) hereof), provided, however, that to the extent that the Company or any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge Subsidiaries shall have otherwise received any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of foregoing items with respect to such real property, such items shall, promptly after the Notes by such Restricted Subsidiaryreceipt thereof, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated delivered to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeCollateral Agent.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Restricted Domestic Subsidiary that is a Wholly Owned Subsidiary after the Issue Date that guarantees any Indebtedness of either of the IssuersDate, other than an Excluded Subsidiary, then that newly acquired or created Restricted Domestic Subsidiary must that is a Wholly Owned Subsidiary will become a Subsidiary Guarantor and execute and deliver a supplemental indenture satisfactory to in substantially the Trustee form of Exhibit D hereto, and deliver an Opinion of Counsel to as promptly as possible after the Trustee within 10 Business Days end of the date on fiscal quarter in which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership Company will not permit any of its Restricted Subsidiaries, directly or indirectly, Domestic Subsidiary that is a non Wholly Owned Subsidiary to guarantee or pledge any assets to secure Indebtedness under the payment of Credit Agreement, any other Indebtedness credit agreement, bank facility, term loan or any capital markets securities of either Issuer the Company or a Guarantor unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture and delivers an Opinion of Counsel in form satisfactory to the Trustee as promptly as possible after the end of the fiscal quarter in which it guarantees such Indebtedness providing for the guarantee of the payment of the Notes a Guarantee by such Restricted Subsidiary: (a) if the Notes or such Guarantor’s Guarantee are subordinated in right of payment to such Indebtedness, which the Guarantee under the supplemental indenture shall be senior subordinated to or pari passu with such Restricted Subsidiary's ’s guarantee of or pledge with respect to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt substantially to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding Indebtedness; and (b) if such Indebtedness is by its express terms subordinated in right of payment to the foregoingNotes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; provided that this Section 4.10 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary that and was not incurred pursuant to this paragraph shall provide by its terms that it in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Any such Guarantee shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted as provided in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeSection 10.03 hereof.

Additional Subsidiary Guarantees. If If, after the Partnership date of this Indenture, the Company or any of its Restricted Subsidiaries: (1) acquires or creates a Domestic Subsidiary that at any time has total assets of more than $1,000,000 as reflected on such Domestic Subsidiary's most recent balance sheet as of the date of determination or Consolidated Cash Flow for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of determination of more than $500,000; or (2) has a Foreign Subsidiary that guarantees any Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted (except Foreign Subsidiaries) other than the Notes; or (3) has a Domestic Subsidiary, including any Domestic Subsidiaries that are not Guarantors on the date of this Indenture due to the fact that such Domestic Subsidiary after the Issue Date that guarantees any Indebtedness of does not meet either of the Issuersthresholds set forth in clause (1) above, that at any time exceeds either of the thresholds set forth in clause (1) above, then that newly acquired Foreign Subsidiary or created Restricted Domestic Subsidiary must will become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee Subsidiary Guarantee and deliver an Opinion of Counsel satisfactory to the Trustee regarding the authorization and enforceability of such Subsidiary Guarantee within 10 Business Days 30 days of the date on which it was acquired acquired, created or created. If otherwise becomes subject to this Section 4.18; provided that any Restricted Subsidiary designated as a Permitted Investment made under clause (8) or (9) of the definition of "Permitted Investments" in accordance with the applicable provisions of this Indenture will not be required to become a Guarantor unless it guarantees other Indebtedness of the Company or a Restricted Subsidiary that is not then of the Company (other than a Foreign Subsidiary Guarantor guarantees guaranteeing the Indebtedness of either of the Issuers or any other Restricted another Foreign Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee).

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquire or create another Subsidiary after the date of this Indenture, then such newly acquired or created Subsidiary shall execute a supplemental indenture setting forth its Subsidiary Guarantee, together with such Collateral Documents as are necessary to create and convey to the Trustee or other Collateral Agent, for the Benefit of the Holders, a perfected first-priority Lien on all Collateral (subject to Permitted Liens) held by such Subsidiary, provided such Subsidiary shall have first obtained all approvals required, if any, by Gaming Authorities to execute the supplemental indenture and such Collateral Documents, and deliver an Opinion of Counsel, in accordance with the terms of this Indenture, except in either case for all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Upon any conversion of (i) Black Hawk Operating Company from an Unrestricted Subsidiary to a Restricted Subsidiary pursuant to the provisions of Section 4.09 hereof, or (ii) any other Unrestricted Subsidiary to a Restricted Subsidiary pursuant to the definition of "Unrestricted Subsidiary," the newly-created Restricted Subsidiary also be subject to the requirements of the preceding sentence; provided, that no such Subsidiary Guarantee shall be executed, and no such Lien shall be created or conveyed with respect to the Black Hawk Land or other real or personal property owned by Black Hawk Operating Company, if the execution, creation or conveyance thereof would violate or conflict with any law or the provisions of any Permitted Black Hawk Debt outstanding at the time of such conversion. In addition, if the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary (such Subsidiary, a "New Subsidiary") after the date of this Indenture, whether the New Subsidiary is a Restricted Subsidiary after or an Unrestricted Subsidiary, the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired Company or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a such Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness the owner of either Capital Stock of the Issuers or any other Restricted Subsidiary, such Restricted New Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted SubsidiariesPledge Agreement with respect to such Capital Stock, directly or indirectly, to guarantee or pledge any assets to secure in substantially the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for same form as the guarantee Pledge Agreements executed as of the payment date of the Notes by such Restricted Subsidiarythis Indenture, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated pledging to the guarantee Trustee or other Collateral Agent designated by the Trustee all of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide Capital Stock owned by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteepledgor.

Additional Subsidiary Guarantees. If the Partnership or (a) NATG will cause any Subsidiary of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary NATG that after the Issue Date that guarantees any Indebtedness first becomes a guarantor of either of an Issuer's obligations under the IssuersSenior Secured Credit Agreement to, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days days of the date on which it was acquired became such a guarantor (i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Issuers' obligations under the Securities and this Indenture on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture 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 Guarantor for all purposes of this Indenture. (b) In the event that the Senior Secured Credit Agreement shall no longer be in effect, NATG shall cause any Domestic Restricted Subsidiary of NATG, other than a Receivables Entity or created. If a Restricted Subsidiary that is not then already a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted SubsidiaryGuarantor, such Restricted Subsidiary shall to promptly (i) execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Trustee a supplemental indenture providing for in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the payment Issuers' obligations under the Securities and this Indenture on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of the Notes Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. Thereafter, which Guarantee such Subsidiary shall be senior to or pari passu with such Restricted Subsidiary's guarantee a Guarantor for all purposes of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Restricted Subsidiary after the Issue Date Person that guarantees any Indebtedness of either of the Issuers, then that newly acquired is or created Restricted Subsidiary must become becomes a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Domestic Restricted Subsidiary that is not a Guarantor, then the Company shall cause such Domestic Restricted Subsidiary that is not a Guarantor to: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary Guarantor guarantees Indebtedness of either shall unconditionally guarantee all of the Issuers or any Company’s obligations under the Notes and this Indenture on the terms set forth in the Indenture; (2) execute and deliver to the Trustee and the Collateral Agent amendments to the 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; (3) take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (4) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligations of such Domestic Restricted Subsidiary. Thereafter, such Domestic Restricted Subsidiary shall execute and deliver be a GuaranteeGuarantor for all purposes of this Indenture. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated Notwithstanding anything to the guarantee of such Senior Debt to contrary in the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingimmediately preceding paragraph, any Guarantee of a Domestic Restricted Subsidiary that was incurred pursuant constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted an Immaterial Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If If, after the Partnership Date of this Indenture, (a) any Restricted Subsidiary that is not already a Guarantor guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Guarantor in excess of its Restricted Subsidiaries acquires the De Minimis Guaranteed Amount, or creates another Restricted Subsidiary after the Issue Date that guarantees (b) any Domestic Subsidiary, if not then a Guarantor, incurs or otherwise becomes an obligor with respect to any Indebtedness of either of under the IssuersCredit Agreement, then in either case that newly acquired or created Restricted Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to substantially in the Trustee form of Annex A hereto and deliver an Opinion of Counsel delivering it to the Trustee within 10 30 Business Days of the date on which it was acquired guaranteed or created. If a Restricted Subsidiary otherwise became an obligor with respect to such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that is the preceding shall not then a Subsidiary Guarantor guarantees Indebtedness of either apply to Subsidiaries of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall Section 4.13 may, at the election of the Company, provide by its terms that it shall be automatically and unconditionally released upon the release at such time as such Guarantor ceases both (x) to guarantee or discharge otherwise be an obligor with respect to any other Indebtedness of the guarantee which resulted Company or any other Guarantor in excess of the creation of such Restricted Subsidiary's Subsidiary Guarantee, De Minimis Guaranteed Amount (except a discharge or release by, or as a result of payment under, under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under the Credit Agreement. Each Subsidiary Guarantee shall also be released in accordance with Article 10.