Common use of Additional Subsidiary Guarantees Clause in Contracts

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and 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 that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of its Restricted 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 Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or 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 the preceding shall not apply to Subsidiaries transfers or causes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to be transferred, in one transaction or a series of related transactionsconstitute Unrestricted Subsidiaries. Notwithstanding the preceding, any property to any Domestic Subsidiary Guarantee of a Restricted Subsidiary that is was incurred pursuant to this Section 4.13 as a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the Company or any result of its Restricted Subsidiaries guarantee of any Indebtedness shall organize, acquire provide by its terms that it shall be automatically and unconditionally released upon the release or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all discharge of the Company's obligations under guarantee that resulted in the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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 creation of such Restricted Subsidiary. Thereafter’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture)guarantee.

Additional Subsidiary Guarantees. (a) If the Company or any of its Restricted the Company’s Domestic Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, Guarantor guarantees or if the Company becomes otherwise obligated under a Credit Facility incurred under Section 4.09(b)(2) hereof or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest Indebtedness incurred in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 millionreliance on Section 4.09(a) hereof, then in each case such transferee Domestic Subsidiary or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (1) obligor shall execute and deliver to the Trustee within 30 days thereafter a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee on a senior subordinated basis all of the Company's ’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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 Subsidiaryherein. Thereafter, such Restricted Domestic Subsidiary shall be a Guarantor for all purposes of this Indenture Indenture. The form of such supplemental indenture is attached as Exhibit F hereto. (until b) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Guarantee shall be released from its Guarantee in accordance with the terms provisions of this Indenture)Indenture set forth in Article 10.

Additional Subsidiary Guarantees. If any of the Company's Restricted Subsidiaries shall Guarantee or secure the payment of any other Indebtedness of the Company or any of its Restricted Subsidiaries transfers or causes Subsidiaries, then, subject to be transferred, certain exceptions specified in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and 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 that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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. ThereafterIndenture, such Restricted Subsidiary shall be become a Subsidiary Guarantor by executing a supplemental indenture. Each Subsidiary Guarantor will irrevocably and unconditionally guarantee, jointly and severally, on a senior basis, the full and punctual payment (whether at Stated Maturity, upon acceleration, optional redemption, upon repurchase following a Change of Control Offer or an Asset Sale Offer or otherwise) of the principal of, premium, if any, and interest and Liquidated Damages, if any, on, and all other amounts payable under, this Note provided for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of under this Indenture), and the full and punctual payment of all other amounts payable by the Issuers under the Indenture; provided that, notwithstanding anything to the contrary herein, the aggregate amount of the Obligations guaranteed under the Indenture by any Subsidiary Guarantor shall be limited in amount to the maximum amount that would not render such Subsidiary Guarantor's obligations subject to avoidance under the applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of any applicable state law.

Additional Subsidiary Guarantees. If If, after the Issue Date, the Company or any of its Wholly Owned Restricted Subsidiaries transfers acquires or causes to be transferred, in one transaction or a series of related transactions, any property to any creates another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and (other than an Excluded Subsidiary), that is not a GuarantorGuarantees (a) the Credit Agreement, or if (b) any Indebtedness of the Company or any Guarantor incurred and outstanding pursuant to clause (1) of its Restricted Subsidiaries shall organizethe definition of Permitted Debt or (c) any series of capital markets debt securities of the Company or any Guarantor with an aggregate principal amount in excess of $150.0 million, acquire then that newly acquired or otherwise invest in another created Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with Subsidiary will become a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shallGuarantor and, within 15 20 Business Days of the date on which it provides a Guarantee described in the foregoing clauses (a), (b) and/or (c), as applicable, the Company shall cause such organization, acquisition or investmentDomestic Subsidiary that is a Wholly Owned Restricted Subsidiary to: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form reasonably satisfactory to the Trustee attached as Exhibit F hereto pursuant to which such Domestic Subsidiary that is a Wholly Owned Restricted Subsidiary shall unconditionally guarantee on a senior subordinated basis Guarantee all of the Company's ’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law)Indenture; and (2) deliver to the Trustee an opinion Opinion of counsel Counsel (subject to customary assumptions and exceptions) 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of its Restricted 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 Subsidiary shall become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within 30 Business Days of the date on which it guaranteed or 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 the preceding shall not apply to Subsidiaries transfers or causes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to be transferred, in one transaction or a series of related transactionsconstitute Unrestricted Subsidiaries. Notwithstanding the preceding, any property to any Domestic Subsidiary Guarantee of a Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and 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 that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (1) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee was incurred pursuant to which this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released at such Restricted Subsidiary shall unconditionally time as such Guarantor ceases both (x) to guarantee on a senior subordinated basis all any other Indebtedness of either of the Company's obligations Issuers and any Indebtedness of any other Guarantor (except as a result of payment under the Notes any such other guarantee) and this Indenture on the terms set forth in this Indenture (provided that such y) to be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture)Article 10.

Additional Subsidiary Guarantees. If the Company any existing or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any future Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and 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 that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days after the Issue Date, guarantee any Indebtedness of the Issuer or a Guarantor, then the Issuer shall cause such organization, acquisition or investmentDomestic Restricted Subsidiary 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 shall unconditionally guarantee on a senior subordinated basis all of the Company's Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law)Indenture; and (2) deliver to the Trustee an opinion Officers’ Certificate and an Opinion of counsel 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. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until such Domestic Restricted Subsidiary is released from its Guarantee as provided in accordance with the terms of this Indenture). For the avoidance of doubt, as of the Escrow Release Date the Initial Guarantors shall each provide an unconditional Guarantee, on a joint and several basis, of the full and prompt payment of the principal, premium, if any, interest and Additional Interest, if any, on the Notes and all other obligations under this Indenture pursuant to the Escrow Release Date Supplemental Indenture.

Additional Subsidiary Guarantees. If If, after the date of this Indenture, any Restricted Subsidiary of the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Guarantor in excess of a De Minimis Guaranteed Amount, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any Credit Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within 20 Business Days of the date on which it guaranteed or if 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 the preceding shall not apply to Subsidiaries of the Company or that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic a Restricted Subsidiary of the Company that is a Wholly Owned Restricted Subsidiary, in was incurred pursuant to this Section 4.13 will be released at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either case, after giving effect to such transfer or of the Issuers and any other such event, having total assets with a book value Guarantor in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: a De Minimis Guaranteed Amount and (1y) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory be an obligor with respect to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee on a senior subordinated basis all of the Company's obligations any Indebtedness under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture)any Credit Facility.

Additional Subsidiary Guarantees. If any of the Company’s Domestic Subsidiaries, including any Domestic Subsidiary that the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall may organize, acquire or otherwise invest in another Domestic Restricted Subsidiary after the date of hereof, that is not a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer Guarantor guarantees or other such event, having total assets with a book value in excess of $2.5 millionbecomes otherwise obligated under the Senior Secured Credit Facility or the Existing Notes, then such transferee or acquired or other Restricted Domestic Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: shall (1i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Domestic Subsidiary shall unconditionally guarantee on a senior subordinated basis all of the Company's Issuers’ obligations under the Notes Securities and this Indenture on the terms set forth in this Indenture Article XV and (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and (2ii) deliver to the Trustee an opinion Opinion of counsel Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Domestic Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Domestic Subsidiary. Thereafter, such Restricted Domestic Subsidiary shall be a Guarantor for all purposes hereof; provided, however, that to the extent that a Domestic Subsidiary is subject to any instrument governing Acquired Debt, as in effect at the time of this Indenture (acquisition thereof, that prohibits such Domestic Subsidiary from issuing a Guarantee, such Domestic Subsidiary shall not be required to execute such a supplemental indenture until released from its it is permitted to issue such Guarantee in accordance with pursuant to the terms of this Indenture)such Acquired Debt; provided, further, however, that any such Guarantee shall be released as provided under Section 1504 hereof.

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and 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 that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all of the Company's ’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); (2) execute and deliver to the Trustee supplements to the Security Documents or new Security Documents to the extent necessary to grant a security interest to the Collateral Agent in the Collateral of such Restricted Subsidiary and take all actions necessary to perfect the Liens created by such Security Documents in accordance with their terms; and (23) deliver to the Trustee an opinion of counsel that such supplemental indenture has and such Security Documents have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a constitute legal, valid, binding and enforceable obligation obligations of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If the Company or any of its the Issuer’s Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Subsidiary Guarantor other than a Foreign Subsidiary incurs or guarantees any Indebtedness, then the Issuer shall cause such Restricted Subsidiary to become a Subsidiary Guarantor, or if the Company or ; provided that any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is constitutes an Immaterial Subsidiary need not become a Wholly Owned Restricted Subsidiary Guarantor until such time as it ceases to be an Immaterial Subsidiary. If required to become a Subsidiary Guarantor pursuant to the immediately preceding sentence, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all of the Company's Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law)Indenture; and (2) deliver to the Trustee an opinion Opinion of counsel 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 be a Subsidiary Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers shall acquire or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic create another Restricted Subsidiary that is a Wholly Owned after the date of the Indenture, then such newly acquired or created Restricted Subsidiary and that is not shall become a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all basis, of the Company's obligations under the Notes and this Indenture on by (i) executing a supplemental indenture to this Indenture in the terms form set forth in this Indenture Exhibit B hereto, (provided that such ii) executing a Subsidiary Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and in the form set forth in Exhibit A-1 hereto and (2iii) deliver delivering to the Trustee an opinion Opinion of counsel Counsel, in form reasonably satisfactory to the Trustee, that such the Subsidiary Guarantee and supplemental indenture has have been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, constitute the valid and binding and enforceable obligation obligations of such Restricted Subsidiary. Thereafter, Subsidiary and enforceable against such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of their respective terms, subject to customary exceptions for bankruptcy and equitable principles; provided, however, that this Indenture)Section 11.09 shall not apply to any Subsidiary during such period as such Subsidiary (y) would not be a Domestic Restricted Subsidiary or (z) has been properly designated as an Unrestricted Subsidiary in accordance with this Indenture for so long as it continues to constitute an Unrestricted Subsidiary.

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property having a Fair Market Value in excess of $2.5 million to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Subsidiary Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is not a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets Subsidiary Guarantor which has property with a book value Fair Market Value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall(other than, within 15 Business Days of in any such organizationcase, acquisition or investment: a Foreign Subsidiary) shall (1a) execute and deliver to the Trustee a 59 68 supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee on a senior subordinated basis all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and (2b) 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, subject to customary exceptions. ThereafterAfter the execution and delivery of such supplemental indenture, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and 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 that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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. -74- Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries Subsidiaries, directly or indirectly, transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall shall, directly or indirectly, organize, acquire or otherwise invest in or own another Domestic Restricted Subsidiary that which is not then a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, Guarantor having total assets (either individually or together with all other Restricted Subsidiaries, other than those excluded by the proviso next below, that are not then Guarantors) with a book value or fair value in excess of $2.5 million500,000, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all of the Company's obligations Obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law)Indenture; and (2) deliver to the Trustee an opinion Opinion of counsel 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 be a Guarantor for all purposes of this Indenture Indenture; provided, however, that no such Guarantee shall be required from (until released from its Guarantee in accordance with A) an LSAE if (but only so long as) (i) such LSAE has outstanding indebtedness incurred pursuant to clause (4) of the definition of "Permitted Indebtedness" and (ii) the terms of this Indenture)such Indebtedness preclude such LSAE from providing such a Guarantee for any Indebtedness or (B) a Foreign Subsidiary.

Additional Subsidiary Guarantees. (a) If the Company or any of its Restricted Parent’s Domestic Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, Guarantor (other than an Excluded Subsidiary) guarantees or if the Company becomes otherwise obligated with respect to any Indebtedness for borrowed money under any Credit Facility of Parent or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value aggregate principal amount in excess of $2.5 million50.0 million (other than any Indebtedness incurred under Section 4.09(b)(3), (4)(y), (6), (12) (to the extent guaranteeing Indebtedness incurred under any clause referenced in this parenthetical), (15), (18), (21), (24), (25) and (10) (to the extent incurred pursuant to any of the preceding clauses) hereof, then in each case such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (1) shall execute and deliver to the Trustee within 60 days thereafter a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee on a senior subordinated basis all of the Company's Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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 Subsidiaryherein. Thereafter, such Restricted Domestic Subsidiary shall be a Guarantor for all purposes of this Indenture Indenture. The form of such supplemental indenture is attached as Exhibit F hereto. (until b) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) Each Guarantee shall be released from its Guarantee in accordance with the terms provisions of this Indenture)Indenture set forth in Section 10.5.

Additional Subsidiary Guarantees. If (a) the Company or any of its Restricted Subsidiaries transfers acquires or causes to be transferred, in one transaction creates another Domestic Restricted Subsidiary after the Issue Date (other than a Discontinued Subsidiary) or a series of related transactions, any property to (b) if any Domestic Restricted Subsidiary that was a Discontinued Subsidiary is no longer a Wholly Owned Restricted Subsidiary and that is not a GuarantorDiscontinued Subsidiary, or if then the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another cause such Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investmentto: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form reasonably satisfactory to the Trustee of Exhibit E hereto pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee on a senior subordinated secured basis all of the Company's ’s obligations under the Notes and this Indenture on the terms set forth in this Indenture Indenture; (provided 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 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 Guarantee jurisdictions as may be required by Mortgages and the Security Agreement or by law, and including the delivery of documents of the type set forth in Section 4.17 hereof; provided, however, that neither the Company nor any Domestic Restricted Subsidiary shall be limited as necessary required to prevent take any action in any non-U.S. jurisdiction or any action required by the laws of any non-U.S. jurisdiction in order to create any security interests in Collateral located in or titled outside of the United States or otherwise subject to the jurisdiction of the laws of any non-U.S. jurisdiction or to perfect any security interests nor enter into any security agreements or pledge agreements governed under the laws of any non-U.S. jurisdiction; (3) take such Guarantee from constituting a fraudulent conveyance further action and execute and deliver such other documents specified in this Indenture or fraudulent transfer under applicable law)otherwise may be reasonably requested by the Trustee or the Collateral Agent to effectuate the foregoing; and (24) deliver to the Trustee an opinion Opinion of counsel Counsel that such supplemental indenture has 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 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is (other than a Wholly Owned Restricted Foreign Subsidiary, unless the Company elects to have a Foreign Subsidiary and issue a Guarantee) that is not a Subsidiary Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic a Restricted Subsidiary that is (other than a Wholly Owned Restricted Foreign Subsidiary, in either case, after giving effect unless the Company elects to such transfer or other such event, have a Foreign Subsidiary issue a Guarantee) having total assets with a book value in excess of $2.5 million500,000, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: shall (1i) promptly 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 on a senior subordinated basis all of the Company's obligations under the Notes Securities and this Indenture on the terms set forth in this Indenture and (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and (2ii) deliver to the Trustee an opinion Opinion of counsel 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 be a Subsidiary Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If If, after the date of this Indenture, (a) any Restricted Subsidiary of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary) guarantees any Indebtedness of its Restricted Subsidiaries transfers or causes to be transferredthe Company, in one transaction or a series of related transactions, any property to (b) any Domestic Restricted Subsidiary that is of the Company (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary) becomes a Wholly Owned borrower or guarantor under any Credit Facility or a guarantor under the 2018 Notes or (c) the Company otherwise elects to have any Restricted Subsidiary and that is not become a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiarythen, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess the case of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, clauses (a) and (b) within 15 10 Business Days of the event under such organizationclause occurring and in the case of clause (c) at the Company’s election, acquisition or investmentthe Company shall cause such Restricted Subsidiary to: (1i) execute and deliver to the Trustee (a) a supplemental indenture in form reasonably and substance satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee on a senior subordinated basis all of the Company's ’s obligations under the Notes and this Indenture on the terms set forth and (b) a notation of guarantee in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law)respect of its Subsidiary Guarantee; and (2ii) deliver to the Trustee an opinion one or more Opinions of counsel Counsel that such supplemental indenture (a) has been duly authorized, executed and delivered by such Restricted Subsidiary and (b) constitutes a legal, valid, valid and legally binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture)its terms.

Additional Subsidiary Guarantees. If If, after the date of this Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of its Restricted 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 Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Annex A hereto and delivering it to the Trustee within twenty Business Days of the date on which it guaranteed or 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 the preceding shall not apply to Subsidiaries transfers or causes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to be transferred, in one transaction or a series of related transactionsconstitute Unrestricted Subsidiaries. Notwithstanding the preceding, any property to any Domestic Subsidiary Guarantee of a Restricted Subsidiary that is was incurred pursuant to this Section 4.13 as a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the Company or any result of its Restricted Subsidiaries guarantee of any Indebtedness shall organize, acquire provide by its terms that it shall be automatically and unconditionally released upon the release or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all discharge of the Company's obligations under guarantee that resulted in the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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 creation of such Restricted Subsidiary. Thereafter’s Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture)guarantee.

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers acquires or causes creates another Domestic Subsidiary after the date of this First Supplemental Indenture, excluding all Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with this First Supplemental Indenture for so long as they continue to be transferredconstitute Unrestricted Subsidiaries, in one transaction then that newly acquired or created Domestic Subsidiary shall become a series Subsidiary Guarantor and execute a supplemental Indenture and deliver an opinion of related transactionscounsel satisfactory to the Trustee within 10 Business Days of the date on which it was acquired or created; provided, any property to any Domestic Restricted however, that if a Subsidiary that is a Wholly Owned Restricted Subsidiary and of the Company that is not a Guarantor, or if Guarantor guarantees the Indebtedness of the Company or any of its Restricted Subsidiaries shall organizea Subsidiary Guarantor, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 may be on a senior basis if the Indebtedness being guaranteed is Senior Indebtedness, but otherwise shall be pari passu with any Indebtedness being guaranteed that is pari passu with the Notes, or shall be on a subordinated basis all of if the Company's obligations under Indebtedness being guaranteed is subordinated to the Notes and this Indenture on the terms set forth Notes, in this Indenture (provided that which event such Guarantee guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and (2) deliver subordinated at least 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with same extent the terms of this Indenture)Indebtedness being guaranteed is subordinated to the Notes.

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries Subsidiary Guarantor transfers or causes to be transferred, in one transaction or a series of related transactions, any property in a transaction or a series of transactions which has a value in excess of $250,000 to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Subsidiary Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, Subsidiary organized under the laws of the United States or any State thereof or in either case, after giving effect to such transfer or other such event, the District of Columbia and having total assets with a book value in excess of $2.5 million500,000, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: shall (1i) 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 on a senior subordinated basis all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and (2ii) deliver to the Trustee an opinion Opinion of counsel 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; provided, however, that any Restricted Subsidiary acquired on or after the Issue Date which is prohibited from entering into a guarantee pursuant to restrictions contained in any debt instrument or other agreement in existence at the time such Restricted Subsidiary was so acquired which was not entered into in anticipation or contemplation of such acquisition shall not be required to become a Subsidiary Guarantor so long as any such restriction is in existence and to the extent of such restriction. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If any of the Company Issuer’s Restricted Subsidiaries that is not a Subsidiary Guarantor (other than a Foreign Subsidiary) (x) Incurs or guarantees any Indebtedness under the Senior Secured Credit Agreement or (y) otherwise Incurs or guarantees any other Indebtedness created or acquired by the Issuer or one or more of its Restricted Subsidiaries transfers or causes to be transferredin an aggregate principal amount exceeding $1.0 million, in one transaction or each case, then the Issuer shall cause such Restricted Subsidiary to become within 60 days a series of related transactions, Subsidiary Guarantor; provided that any property to any Domestic Restricted Subsidiary that is constitutes an Immaterial Subsidiary need not become a Wholly Owned Restricted Subsidiary and that is not Guarantor until such time as it ceases to be an Immaterial Subsidiary. If required to become a GuarantorSubsidiary Guarantor pursuant to the immediately preceding sentence, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 on a senior subordinated basis all of the Company's Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law)Indenture; and (2) deliver to the Trustee an opinion Opinion of counsel 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 be a Subsidiary Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If (a) After the Company or any Issue Date, the Issuer will cause (1) each of its Domestic Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, (other than any property to any Excluded Subsidiary for so long as it is an Excluded Subsidiary) and (2) each other Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if guarantees any Indebtedness of the Company Issuer or any of its Restricted Subsidiaries shall organizethe Guarantors, acquire in each case, within 30 calendar days (x) in the case of clause (1), of the acquisition or otherwise invest in another formation of such Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to or such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Domestic Restricted Subsidiary shallceasing to be an Excluded Subsidiary and (y) in the case of clause (2), within 15 Business Days of such organizationguarantee of such Indebtedness, acquisition or investment: (1) to execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee Guarantee pursuant to which such Domestic Restricted Subsidiary shall will unconditionally guarantee Guarantee, on a senior subordinated basis all joint and several basis, the full and prompt payment of the Company's obligations under principal of, premium, if any and interest on the Notes and all other obligations under this Indenture on the same terms and conditions as those set forth in this Indenture and supplements to the applicable Security Documents in order to xxxxx x Xxxx on the Collateral owned by such Subsidiary to the same extent as that set forth in this Indenture and the Security Documents and take all actions required by the Security Documents to perfect such Lien. (provided that such b) Each Guarantee shall will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as necessary it relates to prevent such Guarantee from constituting a Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer under applicable law); andor similar laws affecting the rights of creditors generally. (2c) 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 Each Guarantee shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms Section 12.08 of this Indenture).

Additional Subsidiary Guarantees. If (a) After the Company Issue Date, the Issuer will cause each of its Domestic Restricted Subsidiaries (other than any Excluded Subsidiary for so long as it is an Excluded Subsidiary) that guarantees or becomes a borrower under the ABL Credit Agreement or that guarantees any Credit Facilities or any syndicated loan or capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and 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 that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets Guarantors with a book value an outstanding principal amount in excess of $2.5 million10,000,000, then in each case, within 30 calendar days of such transferee or acquired or other Domestic Restricted Subsidiary shall, within 15 Business Days ceasing to be an Excluded Subsidiary or of such organizationguarantee of such Indebtedness, acquisition or investment: (1) to execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee Guarantee pursuant to which such Domestic Restricted Subsidiary shall will unconditionally guarantee Guarantee, on a senior subordinated basis all joint and several basis, the full and prompt payment of the Company's principal of, premium, if any and interest on the notes and all other obligations under the Notes and this Indenture on the same terms and conditions as those set forth in this Indenture and supplements to the applicable Security Documents in order to xxxxx x Xxxx on the Collateral owned by such Subsidiary to the same extent as that set forth in this Indenture and the Security Documents and take all actions required by the Security Documents to perfect such Lien. (provided that such b) Each Guarantee shall will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as necessary it relates to prevent such Guarantee from constituting a Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer under applicable law); andor similar laws affecting the rights of creditors generally. (2c) 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 Each Guarantee shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms Section 12.08 of this Indenture).

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries organizes, acquires, transfers assets to or causes to be transferred, otherwise invests in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantorsuch that, following such organization, acquisition, transfer or if investment, the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having has total assets with a book value value, in each case, equal to or in excess of $2.5 10.0 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (1) within ten Business Days 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 on a senior subordinated basis all of the Company's ’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law)Indenture; and (2) deliver to the Trustee an opinion Opinion of counsel 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 be a Guarantor for all purposes of this Indenture. In addition, the Company may, at its option, cause any other Subsidiary of the Company to guarantee its obligations under the Notes and this Indenture (until released from its Guarantee in accordance and enter into a supplemental indenture with respect thereto. Notwithstanding the terms of foregoing, this Indenture)covenant shall not apply to any Receivables Entity.

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million500,000, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: shall (1i) 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 on a senior subordinated basis all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and (2ii) deliver to the Trustee an opinion Opinion of counsel 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee Indenture. Notwithstanding the foregoing, any Restricted Subsidiary of the Company which is or seeks to become a Managed Care Entity shall be a Guarantor only at such time as and then only to the extent provided in accordance with the terms definition of this Indenture)Guarantor.

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest additional monies in (x) another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 500,000 or (y) a Foreign Subsidiary designated as a Restricted Subsidiary having total assets with a book value in excess of $3.0 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: Subsidiaries shall (1a) 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 on a senior subordinated basis all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and (2b) deliver to the Trustee an opinion Opinion of counsel 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. ThereafterSubsidiary thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is (other than a Wholly Owned Restricted Foreign Subsidiary and or Securitization Entity) that is not a GuarantorGuarantor and that has total assets with a book value in excess of $500,000 after giving effect to such transfer, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is (other than a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer Foreign Subsidiary or other such event, a Securitization Entity) having total assets with a book value in excess of $2.5 million500,000 that is not already a Guarantor, then such transferee or acquired or other Restricted Subsidiary shall, shall within 15 Business Days days of the end of the next succeeding fiscal quarter (unless the book value of such Restricted Subsidiary is in excess of $5.0 million in which case, contemporaneously with the organization, acquisition or investment: other investment in such Restricted Subsidiary, as the case may be) (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 on a senior subordinated basis all of the Company's ’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and and (2) deliver to the Trustee an opinion Opinion of counsel 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If If, after the date of this Supplemental Indenture, any Restricted Subsidiary of the Company that is not already a Guarantor guarantees any other Indebtedness of either of the Issuers or any Indebtedness of its Restricted the Operating Company under a Credit Facility, or the Operating Company, if not then a Guarantor, guarantees any other Indebtedness of either of the Issuers under a Credit Facility or incurs any Indebtedness under any Credit Facility, then in either case that Subsidiary will become a Guarantor by executing a supplemental indenture substantially in the form of Exhibit C hereto and delivering it to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be; provided, however, that the preceding shall not apply to Subsidiaries transfers or causes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to be transferred, in one transaction or constitute Unrestricted Subsidiaries. Any Subsidiary Guarantee of a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries was incurred pursuant to this Section 5.13 shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (1) execute and deliver be subject 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 subordinated basis all of the Company's obligations release and other provisions under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture)Article 11 hereof.

Additional Subsidiary Guarantees. (a) If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the Company Borrower or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in create another Domestic domestic Subsidiary after the date of this Agreement, then such newly acquired ar created Subsidiary shall become a Subsidiary Guarantor hereunder and shall deliver an Opinion of Counsel. (b) If a Restricted Subsidiary that is not then a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer Subsidiary Guarantor guarantees any Indebtedness incurred under the Senior Debt Documents or other such event, having total assets with a book value in excess of $2.5 million, the Term 1 Note Purchase Documents then such transferee or acquired or other that Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (1) must become a Subsidiary Guarantor and execute and deliver to the Trustee a supplemental indenture in form reasonably guaranty satisfactory to the Trustee Term 2 Noteholders and deliver an Opinion of Counsel to the Term 2 Noteholders. Notwithstanding the foregoing, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to which such Restricted Subsidiary this Section 6.10(b) shall provide by its terms that it shall be automatically and unconditionally guarantee on a senior subordinated basis all released upon the release or discharge of the Company's obligations under guarantee which resulted in the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); 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 creation of such Restricted Subsidiary. Thereafter's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such Restricted guarantee. (c) Notwithstanding anything to the contrary in the Note Purchase Documents, (a) no amount due from or other obligation of Borrower shall be (directly or indirectly) guaranteed by, or secured by an asset of any foreign Subsidiary and (b) to the extent not inconsistent with clause (a), any (direct or indirect) pledge by a Note party of the ownership interest owned by it in a foreign Subsidiary shall be a Guarantor for all purposes limited to 65% of this Indenture (until released from its Guarantee the voting ownership interests in accordance with the terms of this Indenture)such foreign Subsidiary.

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary that is not an Excluded Subsidiary becomes a Wholly Owned Restricted Subsidiary and that is not a Guarantorguarantor, or if borrower and/or issuer in respect of (i) Indebtedness (excluding Hedging Obligations) incurred pursuant to clause (1) of the Company or any definition of its Restricted Subsidiaries shall organizePermitted Debt (including, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiaryfor the avoidance of doubt, in either casethe Senior Secured Credit Facilities), after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million(ii) capital markets Indebtedness constituting Material Indebtedness and/or (iii) syndicated loan Indebtedness constituting Material Indebtedness, then such transferee or acquired or other Restricted Subsidiary must become a Guarantor and shall, within 15 Business Days of such organization, acquisition or investment: (1) execute and deliver to the Trustee Trustee, within ten days of such an event, a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee on a senior subordinated basis all of the Company's Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law)Indenture; and (2) deliver to the Trustee an opinion Opinion of counsel Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, valid and legally binding and enforceable obligation of such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until Indenture. Notwithstanding the preceding paragraph, any Subsidiary Guarantee will provide by its terms that it will be automatically and unconditionally released from its Guarantee and discharged under the circumstances set forth in accordance with the terms of this Indenture)Section 11.05. SECTION 4.17. [Reserved].

Additional Subsidiary Guarantees. If the Company or any of its entity (other than an Excluded Restricted Subsidiaries transfers or causes to be transferred, in one transaction or Subsidiary) shall become a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if after the Company or any date of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 millionthe First Supplemental Indenture, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (1) shall execute and deliver to the Trustee a supplemental indenture in the form reasonably satisfactory to the Trustee of Exhibit B attached hereto, pursuant to which such Restricted it shall provide a Subsidiary shall unconditionally guarantee on a senior subordinated basis all Guarantee and deliver an Opinion of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and (2) deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorizedCounsel with respect thereto, 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this the Indenture. No Restricted Subsidiary (including any Excluded Restricted Subsidiary) shall consolidate with or merge with or into (whether or not such Restricted Subsidiary is the surviving Person), another Person (other than the Company) whether or not affiliated with such Restricted Subsidiary unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such 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 in form and substance reasonably satisfactory to the Trustee; (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and (3) such Restricted Subsidiary, or any Person formed by or surviving any such consolidation or merger, would be 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 other disposition of all of the assets of any Restricted Subsidiary, by way of merger, consolidation or otherwise; (2) a sale or other disposition of all of the capital stock of any Restricted Subsidiary; or (3) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of Section 4.15 of the Indenture, then such Restricted Subsidiary (in the 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) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.17 of the Indenture.

Additional Subsidiary Guarantees. If the Company or any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property with a book value in excess of $25,000 to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another any Domestic Restricted Subsidiary that is or if any Restricted Subsidiary becomes a Wholly Owned Domestic Restricted SubsidiarySubsidiary after the Issue Date, in either case, after giving effect to such transfer or other such event, having total assets each with a book value in excess of $2.5 million25,000, then such transferee or acquired or other Domestic Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (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 subordinated basis all of the Company's ’s obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law)Indenture; and (2) deliver to the Trustee an opinion of counsel to the effect 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, subject to customary exceptions. Thereafter, such Domestic Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this Indenture).

Additional Subsidiary Guarantees. If the Company or any of its entity (other than an Excluded Restricted Subsidiaries transfers or causes to be transferred, in one transaction or Subsidiary) shall become a series of related transactions, any property to any Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary and that is not a Guarantor, or if after the Company or any date of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Domestic Restricted Subsidiary that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 millionthe Second Supplemental Indenture, then such transferee or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (1) shall execute and deliver to the Trustee a supplemental indenture in the form reasonably satisfactory to the Trustee of Exhibit B attached hereto, pursuant to which such Restricted it shall provide a Subsidiary shall unconditionally guarantee on a senior subordinated basis all Guarantee and deliver an Opinion of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture (provided that such Guarantee shall be limited as necessary to prevent such Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law); and (2) deliver to the Trustee an opinion of counsel that such supplemental indenture has been duly authorizedCounsel with respect thereto, 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee in accordance with the terms of this the Indenture. No Restricted Subsidiary (including any Excluded Restricted Subsidiary) shall consolidate with or merge with or into (whether or not such Restricted Subsidiary is the surviving Person), another Person (other than the Company) whether or not affiliated with such Restricted Subsidiary unless: (1) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such 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 in form and substance reasonably satisfactory to the Trustee; (2) immediately after giving effect to such transaction, no Default or Event of Default exists; and (3) such Restricted Subsidiary, or any Person formed by or surviving any such consolidation or merger, would be 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 other disposition of all of the assets of any Restricted Subsidiary, by way of merger, consolidation or otherwise; (2) a sale or other disposition of all of the capital stock of any Restricted Subsidiary; or (3) the designation of a Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of Section 4.15 of the Indenture, then such Restricted Subsidiary (in the 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) will be released and relieved of any obligations under its Subsidiary Guarantee, provided that the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of Section 4.17 of the Indenture.

Additional Subsidiary Guarantees. If the The Company or shall cause each Wholly-Owned Subsidiary (other than any of its Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Restricted Subsidiary Excluded Subsidiary) that is a Wholly Owned Restricted Subsidiary and 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 that is a Wholly Owned Restricted Subsidiary, in either case, after giving effect to such transfer or other such event, having total assets with a book value in excess of $2.5 million, then such transferee formed or acquired or other Restricted Subsidiary shall, within 15 Business Days of such organization, acquisition or investment: (1) following the Issue Date to execute and deliver to the Trustee a supplemental indenture substantially in the form reasonably satisfactory of Annex A to the Trustee this Indenture within 60 days of such formation or acquisition pursuant to which such Restricted Subsidiary shall fully and unconditionally guarantee Guarantee, on a senior subordinated basis all joint and several basis, the full and prompt payment of the Company's obligations under principal of, premium, if any, and interest in respect of the Notes and all other obligations under this Indenture and the other Note Documents, on the terms set forth in this Indenture (Article 10; provided that if, notwithstanding the foregoing, after the Issue Date, any Restricted Subsidiary of the Company (regardless of whether such Guarantee shall be limited as necessary to prevent Restricted Subsidiary is an Excluded Subsidiary) that is not already a Guarantor or an Issuer guarantees (or is a co-borrower, co-issuer or co-direct obligor of) any other Indebtedness of any Issuer or Guarantor, then in either case such Guarantee from constituting Subsidiary will become a fraudulent conveyance or fraudulent transfer under applicable law); and (2) deliver Guarantor by executing a supplemental indenture and delivering to the Trustee within ten Business Days of the date on which it guaranteed or incurred such Indebtedness, as the case may be, together with an opinion Officers’ Certificate or Opinion of counsel Counsel required by Section 9.06; provided, however, that such supplemental indenture has the preceding shall not apply to Subsidiaries of the Company that have properly 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 be a Guarantor for all purposes of this Indenture (until released from its Guarantee designated as Unrestricted Subsidiaries in accordance with the terms of this Indenture)Indenture for so long as they continue to constitute Unrestricted Subsidiaries.