Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. (a) If any Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Company or a Subsidiary Guarantor, then in either case that Subsidiary will become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person (a) If any Restricted if such Person is a (i) a Foreign Subsidiary that is not already which may become a Subsidiary Guarantor has outstanding without adverse tax consequences to the Company, or guarantees any other Indebtedness of the Company or (ii) a Domestic Subsidiary to become a Subsidiary Guarantor, then on a joint and several basis with all other Subsidiaries Guarantors, by executing and delivering to the Administrative Agent a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) to deliver to the Administrative Agent documents of the types referred to in either case that clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If a Foreign Subsidiary will cannot become a Subsidiary Guarantor by executing (1) for all of the Obligations without adverse tax consequences, but can become a supplemental indenture and delivering it Subsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Trustee within 20 Business Days Company, provided however that, any Foreign Subsidiary that is a guarantor of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it Private Placement shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereofa Subsidiary Guarantor.

Additional Subsidiary Guarantors. (a) If If, after the Issue Date, any Restricted Subsidiary that is (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary but excluding any Foreign Subsidiary and further excluding any Non-Guarantor Restricted Subsidiary if the Consolidated Net Worth of such Non-Guarantor Restricted Subsidiary, together with the Consolidated Net Worth of all other Non-Guarantor Restricted Subsidiaries, as of such date, does not already a Subsidiary Guarantor has outstanding exceed $10.0 million in the aggregate) incurs or guarantees any Indebtedness, which when combined with any other such Indebtedness of for which such Restricted Subsidiary is an obligor or guarantor, is at least $10.0 million in aggregate principal amount, the Company or a shall cause such Restricted Subsidiary Guarantor, then in either case that Subsidiary will become a Subsidiary Guarantor by executing to: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form set forth in Exhibit B attached hereto and delivering it otherwise in form reasonably satisfactory to the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor such Restricted Subsidiary shall unconditionally guarantee all of the Collateral Agent for Company’s obligations under the benefit of Notes and the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and Indenture on the terms set forth in the Indenture; and (32) 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 in accordance with its terms. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of the Indenture, subject to such Restricted Subsidiary ceasing to be a Subsidiary Guarantor when its Subsidiary Guarantee is released in accordance with the terms of the Indenture. In addition, to the extent the collective Consolidated Net Worth of the Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or any other Agent Investment in a Non-Guarantor Restricted Subsidiary, exceeds $10.0 million, the Company shall, within 60 days after such date, cause one or more Opinions of Counselsuch Non-Guarantor Restricted Subsidiaries to deliver to the Trustee such a supplemental indenture and opinion as specified in clauses (1) and (2) of the second preceding paragraph (and thereby cause such Non-Guarantor Restricted Subsidiary(ies) to cease to be Non-Guarantor Restricted Subsidiary(ies)), such that the collective Consolidated Net Worth of all remaining Non-Guarantor Restricted Subsidiaries does not exceed $10.0 million in the aggregate. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof

Additional Subsidiary Guarantors. (a) If The Obligors shall cause any Restricted Wholly-Owned Subsidiary of KCMH that is not already a Domestic Subsidiary, other than any Broker-Dealer Subsidiary Guarantor has outstanding or guarantees any other Indebtedness Domestic Subsidiary of the Company a Foreign Subsidiary or a Domestic Subsidiary Guarantorsubstantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, then in either case that Subsidiary will formed or acquired after the date hereof to become a Subsidiary Guarantor “Guarantor” and an “Obligor” under this Agreement, by executing (1) a supplemental indenture and delivering it to the Trustee within 20 Business Days Administrative Agent a Guarantee Assumption Agreement in the form of the date on which it incurred or guaranteed such IndebtednessExhibit 1 hereto (together with an appropriate legal opinion of counsel, as referred to in said Exhibit 1). Accordingly, upon the case may be; provided that execution and delivery of any such Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the foregoing part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the “Collateral” shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments also mean and be a reference to the Collateral Agreements pursuant granted by such new Subsidiary and each reference in this Agreement to which it will grant an Annex shall also mean and be a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver reference to the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding the foregoing and the other provisions of this Indentureannex as attached to such Guaranteed Assumption Agreement. In addition, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms execution and conditions delivery of any such Guarantee Assumption Agreement, the new Guarantor makes the representations and warranties set forth in Section 10.03 3 hereof. Notwithstanding the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the giving of a guarantee hereunder would, in the reasonable determination of KCMH, materially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, shall be a Guarantor under this Agreement.

Additional Subsidiary Guarantors. (a) If any Restricted a Subsidiary that of the Borrower which is not already a Subsidiary Guarantor has outstanding or guarantees hereunder (a "Non-Guarantor Subsidiary") shall at any other Indebtedness time constitute more than either (i) 5% of the Company or a Subsidiary GuarantorConsolidated Total Assets, or (ii) 5% of Consolidated EBITDA, then in either case that the Borrower will promptly notify the Agent thereof, and promptly cause such Non-Guarantor Subsidiary will to become a Subsidiary Guarantor hereunder by executing (1) way of execution of a supplemental indenture and delivering it to Joinder Agreement. The Guarantee Obligations of any such Additional Credit Party shall be secured by, among other things, the Trustee within 20 Business Days assets of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of CounselAdditional Credit Party. (b) Notwithstanding In addition to the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions requirements set forth in Section 10.03 hereofthe foregoing clause (a), if the Non-Guarantor Subsidiaries shall, as a group, at any time constitute in the aggregate more than either (i) 5% of Consolidated Total Assets, or (ii) 5% of Consolidated EBITDA, (collectively, the "Threshold Requirement"), then the Borrower will promptly notify the Agent thereof, and promptly cause one or more of the Non-Guarantor Subsidiaries to become a Guarantor hereunder by way of execution of a Joinder Agreement, such that immediately after the joinder of such Subsidiaries as Guarantors hereunder, the remaining Non-Guarantor Subsidiaries shall not, as a group, exceed the Threshold Requirement. The Guarantee Obligations of any such Additional Credit Party shall be secured by, among other things, the assets of such Additional Credit Party.

Additional Subsidiary Guarantors. (a) If any Any Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Company or a Subsidiary Guarantor, then in either case that Subsidiary will shall become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee within 20 twenty (20) Business Days of the date on which it incurred such Subsidiary is formed or guaranteed such Indebtedness, as the case may beacquired; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Amended Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien xxxxx x Xxxx on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Agent, resolutions, corporate documents, Opinions of CounselCounsel and other customary documents requested by the Trustee or other Agent. (b) Notwithstanding the foregoing and the other provisions of this Amended Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereofSection

Additional Subsidiary Guarantors. (a) If any After the Issue Date, the Issuer will cause each Restricted Subsidiary that is not already which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor has outstanding under, or guarantees (ii) is a borrower or obligor (other than as Guarantor) under, any other Indebtedness Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the Company or principal of, premium, if any, and interest in respect of the Notes on a Subsidiary Guarantor, then in either case that Subsidiary will senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing (1) and delivering to the Trustee a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariessubstantially in the form of Exhibit B attached hereto, (2) amendments to the Collateral Agreements pursuant to which it will grant such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a Junior Lien on any Collateral held by it in favor joint and several basis, the full and prompt payment of the Collateral Agent for the benefit principal of, premium, if any, and interest in respect of the Secured Parties, Notes on a senior basis and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any all other Agent one or more Opinions of Counsel. (b) Notwithstanding the foregoing and the other provisions of obligations under this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof.

Additional Subsidiary Guarantors. (a) If any Restricted In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Company Borrower be included as a Subject Property, the Borrower shall as a condition thereto, in addition to the requirements of §7.16, cause each such Wholly Owned Subsidiary, and each other Wholly Owned Subsidiary of the Borrower which owns, directly or indirectly, Equity Interests in such Wholly Owned Subsidiary (other than an entity which serves only as the general partner of such Wholly Owned Subsidiary and owns no more than one percent (1%) of the Equity Interests thereof), to execute and deliver to Agent a Joinder Agreement, and such Subsidiary Guarantor, then in either case that Subsidiary will shall become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of Parent shall constitute a Material Subsidiary, Borrower and Parent shall cause such Subsidiary, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect to such other Recourse Indebtedness described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall not be restricted by executing (1) its respective organizational documents and Applicable Law, from serving as a supplemental indenture Guarantor hereunder. The Borrower shall further cause all representations, covenants and delivering it agreements in the Loan Documents with respect to the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens Guarantors to be perfected as required thereby true and (3) correct with respect to each such Subsidiary or other entity. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Trustee or any Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent one or more Opinions of Counselmay reasonably require. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof

Additional Subsidiary Guarantors. (a) If any Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness As contemplated by each of the Company or Revolving Credit Facility and the Term Loan Credit Facility, new Subsidiaries (other than a Subsidiary Guarantor, then in either case that Subsidiary will become a Subsidiary Guarantor by executing (1Financing Subsidiary) a supplemental indenture and delivering it to the Trustee within 20 Business Days of the Borrower formed or acquired by the Borrower after the date on which it incurred or guaranteed such Indebtednesshereof, as the case may be; provided that the foregoing shall not apply to existing Subsidiaries of the Company Borrower that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue after the date hereof cease to constitute Unrestricted SubsidiariesFinancing Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (2other than a Financing Subsidiary) amendments within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agreements pursuant to which it will grant Agent a Junior Lien on Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any Collateral held such Guarantee Assumption Agreement by it in favor of the Collateral Agent for the benefit of the Secured Partiesany such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a Collateral Grantor thereunder“Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and cause such Liens Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be perfected as required thereby supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and (3) deliver to delivery of any such Guarantee Assumption Agreement, the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding new Subsidiary Guarantor makes the foregoing representations and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions warranties set forth in Section 10.03 hereof2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. (a) If If, after the Issue Date, the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Company or any Subsidiary Guarantor under a Subsidiary GuarantorCredit Facility, then then, in either case that case, the Company shall cause such Restricted Subsidiary will become a to, within 30 days after the date such Subsidiary Guarantor by executing was acquired or created or on which it guaranteed such Indebtedness: (1) execute and deliver to the Trustee a supplemental indenture and delivering it to substantially in the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries form set forth in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements Exhibit B attached hereto pursuant to which it will grant a Junior Lien on any Collateral held by it in favor such Restricted Subsidiary shall unconditionally guarantee all of the Collateral Agent for Company’s obligations under the benefit of Notes and the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and Indenture on the terms set forth in this Indenture; and (32) deliver to the Trustee or any other Agent one or more Opinions an Officers’ Certificate and an Opinion of Counsel. (b) Notwithstanding the foregoing Counsel that such supplemental indenture has been duly authorized, executed and the other provisions delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary in accordance with its terms. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture, any subject to such Restricted Subsidiary ceasing to be a Subsidiary Guarantor when its Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally is released and discharged upon in accordance with the terms and conditions set forth in Section 10.03 hereofof this Indenture.

Additional Subsidiary Guarantors. (a) If any Any Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Company or a Subsidiary Guarantor, then in either case that Subsidiary will shall become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee within 20 twenty (20) Business Days of the date on which it incurred such Subsidiary is formed or guaranteed such Indebtedness, as the case may beacquired; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien xxxxx x Xxxx on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Agent, resolutions, corporate documents, Opinions of CounselCounsel and other customary documents requested by the Trustee or other Agent. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof.

Additional Subsidiary Guarantors. (a) If The Company or any Restricted Subsidiary may cause any of their respective Subsidiaries to become a Subsidiary Guarantor with respect to the Securities. If the Company or any Restricted Subsidiary or any of their respective Subsidiaries shall, in compliance with the covenants in Article X, after the date of this Indenture, (i) transfer or cause to be transferred, any Property to any Subsidiary that is not already a Subsidiary Guarantor has outstanding (other than an Unrestricted Subsidiary) or guarantees (ii) make any Investment in any Subsidiary that is not a Subsidiary Guarantor (other Indebtedness of than an Unrestricted Subsidiary), then the Company or that Restricted Subsidiary shall cause that Subsidiary to execute a Subsidiary GuarantorGuarantee and deliver an Opinion of Counsel, then in either case accordance with the terms of this Indenture unless the Board of Directors has duly designated that Subsidiary will as an Unrestricted Subsidiary. Any such Subsidiary shall become a Subsidiary Guarantor by executing and delivering to the Trustee (1a) a supplemental indenture indenture, in form and delivering it substance satisfactory to, and executed by, the Trustee and executed by the Company, which subjects such Subsidiary to the Trustee within 20 Business Days provisions of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, Subsidiary Guarantor and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding an Opinion of Counsel to the foregoing effect that such supplemental indenture has been duly authorized and executed by such Subsidiary and constitutes the other provisions legal, valid, binding and enforceable obligation of this Indenture, any such Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant (subject to this Section 4.13 shall provide by its terms that it shall be automatically such customary exceptions concerning creditors' rights and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereofequitable principles).

Additional Subsidiary Guarantors. As contemplated by the Revolving Credit Facility, new Subsidiaries (aother than a Financing Subsidiary) If any Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Company Borrower formed or a Subsidiary Guarantor, then in either case that Subsidiary will become a Subsidiary Guarantor acquired by executing (1) a supplemental indenture and delivering it to the Trustee within 20 Business Days of Borrower after the date on which it incurred or guaranteed such Indebtednesshereof, as the case may be; provided that the foregoing shall not apply to existing Subsidiaries of the Company Borrower that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue after the date hereof cease to constitute Unrestricted SubsidiariesFinancing Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (2other than a Financing Subsidiary) amendments within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor” under this Agreement, by executing and delivering to the Collateral Agreements pursuant to which it will grant Agent a Junior Lien on Guarantee Assumption Agreement in the form of Exhibit B hereto. Accordingly, upon the execution and delivery of any Collateral held such Guarantee Assumption Agreement by it in favor of the Collateral Agent for the benefit of the Secured Partiesany such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a Collateral Grantor thereunder“Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and cause such Liens Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto shall be deemed to be perfected as required thereby supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and (3) deliver to delivery of any such Guarantee Assumption Agreement, the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding new Subsidiary Guarantor makes the foregoing representations and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions warranties set forth in Section 10.03 hereof2 as of the date of such Guarantee Assumption Agreement and shall be permitted to update the Annexes with respect to such Subsidiary.

Additional Subsidiary Guarantors. The Company shall cause each Domestic Restricted Subsidiary, other than (aunless otherwise determined by the Company) If any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, that guarantees any Indebtedness of the Company or of any other Restricted Subsidiary incurred pursuant to the ABL Credit Agreement or the Term Credit Agreement to, within a reasonable time thereafter, execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Domestic Restricted Subsidiary will Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that is not already apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.11). Any such Domestic Restricted Subsidiary Guarantor has outstanding or guarantees any other Indebtedness will, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its guarantee, and the Company will cause all of the Capital Stock in such Domestic Restricted Subsidiary owned by the Company or a Subsidiary Guarantor, then in either case that Subsidiary will become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee within 20 Business Days of extent constituting Collateral, to be pledged to secure the date on which it incurred or guaranteed such Indebtedness, as Securities and the case may be; provided that the foregoing guarantees thereof. This Section 10.11 shall not apply to Subsidiaries any of the Company Company’s Subsidiaries that have been properly been designated as an Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of CounselSubsidiary. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof

Additional Subsidiary Guarantors. In the event that any Person becomes a Material Domestic Subsidiary (or is designated by the Borrower as, or is deemed designated as, a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”) or becomes a Borrowing Base Property Subsidiary, whether pursuant to formation, acquisition or otherwise, the Borrower shall promptly (and, in any event, within thirty (30) days after such formation, acquisition or other event, as such time period may be extended by the Administrative Agent in its sole discretion) (a) If any Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Company or a Subsidiary Guarantor, then in either case that Subsidiary will cause such Person to become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee within 20 Business Days Administrative Agent a duly executed supplement to the Subsidiary Guaranty and the Security Agreement, (b) cause all of the date on which it incurred or guaranteed issued and outstanding Equity Interests of such IndebtednessSubsidiary Guarantor to be subject to a first priority, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior perfected Lien on any Collateral held by it in favor of the Administrative Agent to secure the Secured Obligations in accordance with the terms and conditions of, and subject to the exceptions set forth in, the Collateral Documents, subject in any case to Liens created under the Loan Documents, and restrictions on transfer imposed by applicable securities laws and other Liens permitted hereunder that arise by operation of law and (x) if any of such Equity Interests consist of certificated securities, deliver to the Administrative Agent for the benefit certificates representing such securities, in each case with appropriate endorsements or transfer powers, and (y) if any of such Equity Interests consist of uncertificated securities, enter into a control agreement with the issuer of such Equity Interests granting the Administrative Agent control (within the meaning of the Secured PartiesUCC) over such uncertificated securities, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3c) deliver to the Trustee Administrative Agent appropriate resolutions, other Organizational Documents and legal opinions as may be reasonably requested by the Administrative Agent, in each case, in substantially the forms attached to such Loan Document or any other Agent one or more Opinions of Counsel. (b) Notwithstanding substantially similar to those documents delivered on the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary Effective Date pursuant to this Section 4.13 4.01(a)(xi) and (xii), to the extent applicable, or which shall provide by its terms that it shall otherwise be automatically in form and unconditionally released and discharged upon substance reasonably satisfactory to the terms and conditions set forth in Section 10.03 hereofAdministrative Agent.

Additional Subsidiary Guarantors. This Section 3.8 shall apply to any series of Securities unless otherwise provided with respect to such series pursuant to Section 2.3. With respect to any series of Securities to which this Section 3.8 applies, the Issuer shall not at any time permit any Restricted Subsidiary to guarantee the payment of any indebtedness of the Issuer unless: (a) If any if such Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness with respect to such series of Securities at such time: (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture hereto in which such Restricted Subsidiary agrees to be bound by the Company or a Subsidiary Guarantor, then in either case that Subsidiary will become terms of this Indenture as a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it with respect to the Trustee within 20 Business Days such series of the date on which it incurred or guaranteed such Indebtedness, as the case may beSecurities; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3ii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture has been duly executed and authorized and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or any other Agent one or more Opinions similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of Counsel.equity; and (b) Notwithstanding with respect to any guarantee of subordinated indebtedness of the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred Issuer by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it Subsidiary, such guarantee shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereofsubordinated to such Restricted Subsidiary's Subsidiary Guarantee with respect to such series of Securities.

Additional Subsidiary Guarantors. (a) If any Restricted Subsidiary Subject to guarantee limitations customary in foreign jurisdictions with respect to Foreign Subsidiaries on and after the date hereof, the Company will cause each of the Company’s Subsidiaries that is not already an Excluded Subsidiary to promptly (but in any event within (i) thirty (30) calendar days (or such later date as may be agreed by the Required Holders in their reasonable discretion) in the case of a Domestic Subsidiary and (ii) seventy-five (75) calendar days in the case of a Foreign Subsidiary, in each such case of (x) such Subsidiary that was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (y) the acquisition or formation of a Subsidiary which is not an Excluded Subsidiary) execute and deliver a supplemental indenture to this Indenture, pursuant to which such Subsidiary will agree to be a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness under this Indenture and be bound by the terms of the Company or a this Indenture applicable to Subsidiary GuarantorGuarantors, then in either case including, but not limited to, Article 18; provided, that Subsidiary will become a such Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it shall deliver to the Trustee within 20 Business Days and the Collateral Agent an Opinion of the date on which it incurred or guaranteed such IndebtednessCounsel. In addition, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue shall cause each Subsidiary Guarantor to constitute Unrestricted Subsidiaries, (2) amendments become a party to the applicable Security Documents and take such actions required thereby to grant to the Collateral Agreements pursuant to which it will grant Agent, for the benefit of itself, the Trustee and the Holders, a Junior Lien on perfected security interest in any Collateral held by it such Subsidiary Guarantor and subject to Permitted Liens and subject to limitations customary in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens foreign jurisdictions with respect to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of CounselForeign Subsidiaries. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof

Additional Subsidiary Guarantors. If the Company or any Wholly-owned domestic Subsidiary at any time creates or acquires any direct Wholly-owned Subsidiary (other than any holding company created for the purpose of holding shares of MacDxxxxx, Xxttxxxxx and Associates Ltd.) (each, a "New Subsidiary"), the Company shall, within 10 days after such creation or acquisition), (a) If any Restricted cause such New Subsidiary that is not already to execute and deliver a supplement to the Subsidiary Guarantor has outstanding or guarantees any other Indebtedness Guaranty Agreement in the form of Exhibit A to the Company or a Subsidiary GuarantorGuaranty Agreement, then in either case that (b) cause such New Subsidiary will to become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it party to the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesSecurity Agreement, (2c) amendments to the Collateral Agreements pursuant to which it will grant a Junior perfected first priority Lien on any Collateral held by it in favor of to the Collateral Agent for the benefit of the Secured Parties, holders of the Notes on all of the outstanding capital stock or other equity interest of such New Subsidiary and become a Collateral Grantor thereunder(d) take, and cause such New Subsidiary and each other Subsidiary to take, all action necessary or (in the opinion of the Collateral Agent or the holders of the Notes) desirable to perfect and protect the Liens intended to be perfected created by this Agreement and the Security Documents (including any documents delivered in connection with such creation or acquisition pursuant to clauses (a), (b) and (c) of this Section); provided that (1) the Company will not be required to take the actions described in clauses (a) and (b) of this subsection with respect to any New Subsidiary that is not a domestic Subsidiary or which has not become liable under the Bank Credit Agreement as a guarantor or otherwise, (2) the Company will not be required thereby to take the actions described in clause (c) with respect to the capital stock or other equity interests of any New Subsidiary that is not a domestic Subsidiary to the extent the aggregate capital stock or other equity interest of such New Subsidiary subject to a Lien granted to the Collateral Agent for the benefit of the holders of the Notes would exceed 66% of the outstanding capital stock or other equity interests of such New Subsidiary, and (3) deliver the Company will not be required to take any of the actions described in clauses (a), (b), or (c) of this Section 5.18 with respect to any New Subsidiary to the Trustee extent any such action is prohibited by the terms of any agreement or instrument to which (x) such New Subsidiary is a party or is bound as in effect on the date such New Subsidiary becomes a Subsidiary of the Company, so long as such agreement or such instrument was not entered into in contemplation of such New Subsidiary becoming a Subsidiary of the Company or (y) the Company or any of its Wholly-owned domestic Subsidiaries (other Agent one than such New Subsidiary) is a party or more Opinions is bound as in effect on the Ninth Amendment Effective Date." 1.4. The period at the end of Counsel. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereofSECTION 6.1

Additional Subsidiary Guarantors. The Company will cause each Domestic Restricted Subsidiary, other than (aunless otherwise determined by the Company) If any Restricted Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Company or any other Restricted Subsidiary incurred pursuant to Section 10.08(b)(i) to, within a Subsidiary Guarantorreasonable time thereafter, then in either case that execute and deliver to the Trustee a Guaranty Agreement pursuant to which such Domestic Restricted Subsidiary will become Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture (subject to any limitations that apply to the guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.16). Any such Domestic Restricted Subsidiary will, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, and the Company will cause all of the Capital Stock in such Domestic Restricted Subsidiary owned by the Company or a Subsidiary Guarantor by executing (1) a supplemental indenture to be pledged to secure the Securities and delivering it the Guarantees and shall cause the Liens thereon to be valid and perfected and second in priority only to First Lien Obligations, subject to Permitted Liens and the Trustee within 20 Business Days of limitations set forth in this Indenture, the date on which it incurred or guaranteed such IndebtednessNotes Collateral Documents and the Intercreditor Agreement, as the case may be; provided that the foregoing including those described under Article XIV. This Section 10.16 shall not apply to Subsidiaries any of the Company Company’s Subsidiaries that have been properly been designated as an Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of CounselSubsidiary. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof

Additional Subsidiary Guarantors. The Company will cause (a) If any Restricted each Subsidiary which is or becomes a Material Subsidiary (other than an Issuer) or which is designated by the Company as a “Material Subsidiary” pursuant to Section 10.9 and (b) each entity that is not already a Subsidiary Guarantor has outstanding guarantees or guarantees any other Indebtedness becomes obligated with respect to the obligations of the Company or a any other Subsidiary Guarantorunder any Principal Credit Facility, then in either case that Subsidiary will DB1/ 131461627.9 each case, to become a Subsidiary Guarantor by executing (1provided, that with respect to clause (a) only, any such Subsidiary which is a Foreign Subsidiary will not be required to become a Subsidiary Guarantor if becoming a Subsidiary Guarantor would result in adverse tax consequences to the Company and its Subsidiaries) and concurrently therewith deliver to each holder of a Note: (i) an executed Subsidiary Guarantee Accession Agreement (as defined in the Subsidiary Guarantee); (ii) a supplemental indenture certificate signed by an authorized responsible officer of such Subsidiary containing representations and delivering it warranties on behalf of such Subsidiary to the Trustee within 20 Business Days same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guarantee Accession Agreement rather than the Company); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the date on which it incurred or guaranteed execution and delivery of such Indebtedness, Subsidiary Guarantee Accession Agreement and the performance by such Subsidiary of its obligations thereunder and the Subsidiary Guarantee; and (iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guarantee Accession Agreement as the case Required Holders may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counselreasonably request. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof

Additional Subsidiary Guarantors. The Company must cause (ai) If each of its current Subsidiaries which operates a Casino or a Related Business and which becomes a wholly-owned Subsidiary after the Issue Date and any Restricted other wholly-owned Subsidiary created or acquired after the Issue Date which operates a Casino -57- 66 or Related Business and (ii) each Subsidiary that is not already executes a Subsidiary Guarantor has outstanding or guarantees any other guarantee of Indebtedness of the Company that is unsecured and Pari Passu or a Subsidiary subordinate to the Notes (each, an "Additional Guarantor, then in either case that Subsidiary will become a Subsidiary Guarantor by executing (1") to execute a supplemental indenture and delivering it to guarantee providing that such Additional Guarantor guarantees the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries obligations of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor terms of the Collateral Agent for the benefit of the Secured Parties, Article XII and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon all the terms and conditions set forth in Section 10.03 hereofof Article XII and, to the extent applicable, Article XIII, applying to the Guarantor shall apply with the same effect to such Additional Guarantor or Additional Guarantors and to deliver copies of the supplemental indenture and guarantee to the Trustee; provided, however, that a Guarantee executed by a Subsidiary pursuant to clause (ii) hereof shall have the same relative ranking with respect to the guarantee initially executed by such Subsidiary as the Notes have to the Indebtedness initially guaranteed by such Subsidiary. The obligations of any potential Additional Guarantor to execute a Guarantee will be subject to the receipt of any approval required by any Gaming Authority or any other Governmental Authority, which the Company and its Subsidiaries shall use their best efforts to obtain.

Additional Subsidiary Guarantors. (a) If any Restricted Operating Subsidiary of the Borrower (but excluding any Operating Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness member of the Company GPS Group), whether now existing or a hereafter organized or acquired, has consolidated revenue in any Fiscal Quarter that exceeds the Single Subsidiary Threshold, then the Borrower shall cause such Operating Subsidiary to become an additional Subsidiary Guarantor, then as provided in either case that Subsidiary will become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee this Section 5.03, within 20 Business Days 30 days after delivery of the date on which it incurred Financial Statements (Annual) or guaranteed such IndebtednessFinancial Statements (Quarterly), as the case may be, with respect to such Fiscal Quarter; provided provided, however, that the foregoing shall not apply to Subsidiaries in those instances where as a result of an --------- ------- Acquisition, or as a result of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue sale, contribution, or other transfer of assets to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor Subsidiary of the Collateral Agent for the benefit Borrower (other than a member of the Secured PartiesGPS Group), the consolidated revenue of the resulting Operating Subsidiary is projected (on a pro forma basis) by the Borrower to exceed the Single Subsidiary Threshold during the current or the immediately succeeding Fiscal Quarter of the Borrower, and become such Operating Subsidiary is not then a Collateral Grantor thereunderSubsidiary Guarantor, and the Borrower shall cause such Liens Operating Subsidiary to be perfected become an additional Subsidiary Guarantor, as required thereby and provided in this Section 5.03, within thirty (330) deliver to days after the Trustee date of such Acquisition, sale, contribution or any other Agent one or more Opinions transfer of Counselassets. (b) Notwithstanding If for any Fiscal Quarter of the foregoing Borrower, the aggregate revenue (on a non-consolidated basis) of the Borrower and those Operating Subsidiaries that are then Subsidiary Guarantors are less than the Aggregate Subsidiary Threshold, then the Borrower shall cause one or more other provisions Operating Subsidiaries to become additional Subsidiary Guarantors, as provided in this Section 5.03, within 30 days after delivery of this Indenturethe Financial Statements (Annual) or Financial Statements (Quarterly), as the case may be, with respect to such Fiscal Quarter, so that after including the revenue of such additional Subsidiary Guarantor(s), the aggregate revenue (on a non-consolidated basis) of the Borrower and all Subsidiary Guarantors would equal or exceed the Aggregate Subsidiary Threshold for such Fiscal Quarter; provided, however, that in those instances where as a --------- ------- result of an Acquisition, or as a result of the sale, contribution, or other transfer of assets to a Subsidiary of the Borrower (other than a member of the GPS Group), or as a result of the sale or other disposition of assets by the Borrower or any Subsidiary (including the sale or other disposition of the capital stock of any Subsidiary, other than a Subsidiary of the GPS Group), the aggregate revenue (on a non-consolidated basis) of the Borrower and those Operating Subsidiaries that are then Subsidiary Guarantors are projected (on a pro forma basis) by the Borrower to be less than the Aggregate Subsidiary Threshold during the current or the immediately succeeding Fiscal Quarter of the Borrower, then the Borrower shall cause one or more other Operating Subsidiaries to become additional Subsidiary Guarantors, as provided in this Section 5.03, within thirty (30) days after the date of such Acquisition, sale, contribution or other transfer or disposition, so that after including the revenue of such additional Subsidiary Guarantor(s), the aggregate revenue (on a non- consolidated basis) of the Borrower and all Subsidiary Guarantors for such Fiscal Quarter would equal or exceed the Aggregate Subsidiary Threshold. (c) The Borrower may elect at any time to have an Operating Subsidiary become an additional Subsidiary Guarantor as provided in this Section 5.03. (d) Upon the occurrence and during the continuation of any Event of Default, if the Required Lenders so direct, the Borrower shall cause all of its Operating Subsidiaries (excluding Operating Subsidiaries that are members of the GPS Group) to become additional Subsidiary Guarantors, as provided in this Section 5.03, within 30 days after the Borrower's receipt of written confirmation of such direction from the Administrative Agent. (e) An Operating Subsidiary shall become an additional Subsidiary Guarantor by executing and delivering to the Administrative Agent a Subsidiary Guarantee incurred Supplement and a Contribution Agreement Supplement, accompanied by a Restricted Subsidiary (i) all other Loan Documents related thereto, and (ii) such other documents as the Administrative Agent may reasonably request (including, without limitation, certified copies of certificates or articles of incorporation or organization, by-laws, membership operating agreements, and other organizational documents, appropriate authorizing resolutions of the board of directors of such Operating Subsidiaries, and opinions of counsel comparable to those delivered pursuant to this Section 4.13 3.01(e)). No Operating Subsidiary that becomes a Subsidiary Guarantor shall provide by thereafter cease to be a Subsidiary Guarantor or be entitled to be released or discharged from its terms that it shall be automatically and unconditionally released and discharged upon obligations under the terms and conditions set forth in Section 10.03 hereofSubsidiary Guarantee or Contribution Agreement.

Additional Subsidiary Guarantors. (a) If any Restricted Subsidiary The Company will take such action, and will cause each of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Company or a Subsidiary Guarantor, then in either case that Subsidiary will become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to all Subsidiaries of the Company (other than Inactive Subsidiaries and Joint Venture Entities) are Subsidiary Guarantors and, thereby, "Obligors" hereunder. Without limiting the generality of the foregoing, in the event that have properly been designated as Unrestricted the Company or any of its Subsidiaries shall form any new Subsidiary after the date hereof which the Company or the respective Subsidiary anticipates will not be an Inactive Subsidiary or a Joint Venture Entity (or, in accordance with this Indenture for so long as they continue the event that any Inactive Subsidiary or Joint Venture Entity shall cease to constitute Unrestricted Subsidiariesbe an Inactive Subsidiary or Joint Venture Entity), the Company or the respective Subsidiary will cause such new Subsidiary (2or such Inactive Subsidiary or Joint Venture Entity which ceases to be an Inactive Subsidiary or Joint Venture Entity) amendments to the Collateral Agreements become a "Subsidiary Guarantor" (and, thereby, an "Obligor") hereunder pursuant to which it will grant a Junior Lien on any Collateral held by it written instrument in favor of form and substance satisfactory to each Bank and the Collateral Agent for the benefit of the Secured PartiesAdministrative Agent, and become a Collateral Grantor thereunderto deliver such proof of corporate action, incumbency of officers, opinions of counsel and cause such Liens to be perfected other documents as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred is consistent with those delivered by a Restricted Subsidiary each Obligor pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged 7.01 hereof upon the terms and conditions set forth in Section 10.03 hereofEffective Date or as any Bank or the Administrative Agent shall have requested. Credit Agreement

Additional Subsidiary Guarantors. The Company will cause any domestic Subsidiary which is required by the terms of the Bank Credit Agreement to become a party to, or otherwise guarantee, Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and the other Collateral Documents, as appropriate, and deliver to each of the holders of the Notes (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) If any Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness joinder agreement in respect of the Company or a Subsidiary Guarantor, then in either case that Subsidiary will become a Subsidiary Guarantor by executing (1) a supplemental indenture Guaranty and delivering it to the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtednessother Collateral Documents, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel.appropriate; (b) Notwithstanding a certificate signed by an authorized Responsible Officer of the foregoing Company making representations and warranties to the effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to such Subsidiary and the Subsidiary Guaranty, as applicable; and (c) an opinion of counsel (who may be in-house counsel for the Company) addressed to each of the holders of the Notes and reasonably satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty and the other provisions Collateral Documents, as appropriate, by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty and the other Collateral Documents, as appropriate, each constitute the legal, valid and binding contract and agreement of this Indenturesuch Person enforceable in accordance with its terms, any except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it Guarantors shall be automatically and unconditionally released and discharged from their respective obligations under the Subsidiary Guaranty upon the satisfaction of the terms and conditions set forth in Section 10.03 provisions of Sections 2.2(c) hereof.

Additional Subsidiary Guarantors. (a) If any Restricted In the event that a Eligible Collateral Pool Property of a Wholly-Owned Subsidiary that of the Borrower is not already to be included as a Mortgage Property as contemplated by Section 4.3, the Borrower shall, as a condition to such Eligible Collateral Pool Property being included as a Mortgage Property, cause each such Subsidiary, and each other Subsidiary which owns a direct or indirect interest in such Subsidiary, to execute and deliver to the Administrative Agent a Joinder Agreement, and such Subsidiary or Subsidiaries shall become an Additional Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of hereunder. In addition, the Company or Borrower shall cause each Subsidiary which is a Material Subsidiary Guarantor, then in either case that Subsidiary will to execute a Joinder Agreement and become a an Additional Subsidiary Guarantor by executing within thirty (130) a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it incurred days (or guaranteed such Indebtedness, longer period as the case Administrative Agent may be; provided that the foregoing reasonably determine) after such Subsidiary becoming a Material Subsidiary. Each such Subsidiary shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries be specifically authorized, in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesits respective organizational documents, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected a Guarantor hereunder and to execute the Joinder Agreement and such Security Documents as required thereby the Administrative Agent may reasonably require. Without limiting the foregoing, each such Subsidiary shall also be in good standing in its state of organization and (3) deliver to in the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding jurisdiction in which its Mortgage Property is located and be in compliance with the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions covenants set forth in Section 10.03 hereof7.20. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Administrative Agent may reasonably require.

Additional Subsidiary Guarantors. The Company will cause (a) If any Restricted each Subsidiary which is or becomes a Material Subsidiary (other than an Issuer) or which is designated by the Company as a “Material Subsidiary” pursuant to Section 10.9 and (b) each entity that is not already a Subsidiary Guarantor has outstanding guarantees or guarantees any other Indebtedness becomes obligated with respect to the obligations of the Company or a any other Subsidiary Guarantorunder any Principal Credit Facility, then in either case that Subsidiary will each case, to become a Subsidiary Guarantor by executing (1provided, that with respect to clause (a) only, any such Subsidiary which is a Foreign Subsidiary will not be required to become a Subsidiary Guarantor if becoming a Subsidiary Guarantor would result in adverse tax consequences to the Company and its Subsidiaries) and concurrently therewith deliver to each holder of a Note: (i) an executed Subsidiary Guarantee Accession Agreement (as defined in the Subsidiary Guarantee); (ii) a supplemental indenture certificate signed by an authorized responsible officer of such Subsidiary containing representations and delivering it warranties on behalf of such Subsidiary to the Trustee within 20 Business Days same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.18 of this Agreement (but with respect to such Subsidiary and such Subsidiary Guarantee Accession Agreement rather than the Company); (iii) all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on the part of such Subsidiary of the date on which it incurred or guaranteed execution and delivery of such Indebtedness, Subsidiary Guarantee Accession Agreement and the performance by such Subsidiary of its obligations thereunder and the Subsidiary Guarantee; and (iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guarantee Accession Agreement as the case Required Holders may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counselreasonably request. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof

Additional Subsidiary Guarantors. (a) If The Company may cause any Restricted Subsidiary that is not already to become a Subsidiary Guarantor with respect to the Notes. If the Company or any of its Restricted Subsidiaries shall acquire or create another Subsidiary (other than any Foreign Subsidiary) or contribute property or assets to any existing Subsidiary, then such Subsidiary shall be required to execute a Subsidiary Guarantee, in accordance with the terms of this Indenture, unless it has outstanding been designated as an Unrestricted Subsidiary; provided that no such Guarantee by such Subsidiary shall be required so long as (x) the Consolidated Net Income for the four fiscal quarter periods immediately preceding the date of acquisition or guarantees any other Indebtedness creation of, or contribution to, such Subsidiary for which financial statements are available and net assets at the end of such period of such Subsidiary do not exceed 3% of the Consolidated Net Income for such period and net assets at such date, respectively, of the Company or a and its Restricted Subsidiaries and (y) the combined Consolidated Net Income for such period and the net assets at such date of all Restricted Subsidiaries (other than Guarantors and Foreign Subsidiaries) does not exceed 5% of the Consolidated Net Income for such period and the net assets at such date, respectively, of the Company and its Restricted Subsidiaries. Any such Subsidiary Guarantor, then in either case that Subsidiary will shall become a Subsidiary Guarantor by executing and delivering to the Trustee (1a) a supplemental indenture indenture, in form and delivering it substance satisfactory to, and executed by, the Trustee and executed by the Company, which subjects such Subsidiary to the Trustee within 20 Business Days provisions of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, Subsidiary Guarantor and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding an Opinion of Counsel to the foregoing effect that such supplemental indenture has been duly authorized and executed by such Subsidiary and constitutes the other provisions legal, valid, binding and enforceable obligation of this Indenture, any such Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant (subject to this Section 4.13 shall provide by its terms that it shall be automatically such customary exceptions concerning creditors' rights and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereofequitable principles).

Additional Subsidiary Guarantors. (a) If The Company shall cause any Restricted existing or future Subsidiary that is not already becomes a Subsidiary Guarantor has outstanding subsidiary guarantor under the Company's 8 1/4% Senior Subordinated Notes due 2013 and the indenture governing such notes (or guarantees a guarantor of any other Indebtedness of the Company or a Subsidiary Guarantor, then that ranks equal in either case that Subsidiary will right of payment with the Notes) to become a Subsidiary Guarantor within 30 days after the Subsidiary of the Company becomes a guarantor under such other debt by executing and delivering to the Trustee (1a) a supplemental indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel and Officers' Certificate to the effect that such supplemental indenture has been duly authorized and delivering it executed by such Person and constitutes the legal, valid, binding and enforceable obligation of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee within 20 Business Days and provided that no opinion need be rendered concerning the enforceability of the date on which it incurred or guaranteed such IndebtednessSubsidiary Guarantee). Notwithstanding the foregoing, as the case may be; provided that the foregoing shall not apply with respect to Subsidiaries each Subsidiary of the Company that have properly been designated as Unrestricted Subsidiaries is, on the date hereof, a subsidiary guarantor under the Company's 8 1/4% Senior Subordinated Notes due 2013 but not a Subsidiary Guarantor under the Notes, the Company shall cause such Subsidiary to become a Subsidiary Guarantor under the Notes in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesthe procedures described in the prior sentence no later than December 31, (2) amendments to the Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel2004. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions set forth in Section 10.03 hereof

Additional Subsidiary Guarantors. (a) If any Restricted Subsidiary that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness As contemplated by Section 5.12 of the Company or a Subsidiary GuarantorCredit Agreement, then in either case that Subsidiary will become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to new Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with Borrower formed or acquired by the Borrower after the date hereof, are required to become a “Subsidiary Guarantor” under this Indenture for so long as they continue to constitute Unrestricted SubsidiariesAgreement, (2) amendments by executing and delivering to the Collateral Agreements pursuant to which it will grant Custodian a Junior Lien on Guarantee Assumption Agreement in the form of Exhibit A hereto. Accordingly, upon the execution and delivery of any Collateral held such Guarantee Assumption Agreement by it in favor of the Collateral Agent for the benefit of the Secured Partiesany such Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a Collateral Grantor thereunder“Subsidiary Guarantor” and a “Grantor” for all purposes of this Agreement, and cause such Liens Annexes 1 through 6, inclusive, hereto shall be deemed to be perfected as required thereby supplemented in the manner specified in such Guarantee Assumption Agreement. In addition, upon execution and (3) deliver to delivery of any such Guarantee Assumption Agreement, the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding new Subsidiary Guarantor makes the foregoing representations and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released and discharged upon the terms and conditions warranties set forth in Section 10.03 hereof2 as of the date of such Guarantee Assumption Agreement. Notwithstanding the foregoing, no Equity Subsidiary shall be required to grant any collateral security in any of its assets under the Guarantee and Security Agreement, but shall only be required to be a Subsidiary Guarantor thereunder.