Common use of Future Guarantees Clause in Contracts

Future Guarantees. If, on any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. On the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each of the Issue Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Company Parent Guarantor (other than a Domestic Subsidiary of the Company Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Company Parent Guarantor will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, Guarantor under its Guarantee of the Notes and under Article 10 of this Indenture any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. If, on (a) If (i) the Borrower or any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of its Wholly-Owned Domestic Restricted Subsidiaries organizes or acquires any Wholly-Owned Domestic Restricted Subsidiary of the Company (other than (x) any Receivables Subsidiary, (y) any Captive Insurance Subsidiary and (z) a Wholly-Owned Domestic Restricted Subsidiary if the book value of such Wholly-Owned Domestic Restricted Subsidiary’s total assets, when taken together with the aggregate book value of the total assets of all other Wholly-Owned Domestic Restricted Subsidiaries that are not Subsidiary Guarantors, as of the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available prior to such date, does not exceed in the aggregate $10.0 million (an “Immaterial Domestic Subsidiary”)), or transfers assets to or makes an Investment in an Immaterial Domestic Subsidiary such that it ceases to be an Immaterial Domestic Subsidiary, then such Wholly-Owned Domestic Restricted Subsidiary or (ii) any Wholly-Owned Subsidiary that is a Restricted Subsidiary (and any non-Wholly-Owned Subsidiary that is a Restricted Subsidiary if such non-Wholly-Owned Subsidiary guarantees other capital markets debt securities), other than a Subsidiary Guarantor or a Foreign Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, guarantees the payment of any Indebtedness of the Company that is an Excluded Borrower or any other Subsidiary or a Securitization EntityGuarantor then such Restricted Subsidiary, in each case, shall: (1) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to within 30 days execute and deliver a supplement to the TrusteeGuaranty in the form attached thereto providing for a Guarantee by such Restricted Subsidiary; and with respect to a guarantee of Indebtedness of the Borrower or any Subsidiary Guarantor described in clause (ii) of Section 6.11(a): (i) if such Indebtedness is by its express terms subordinated in right of payment to the Loan Obligations or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Loan Obligations or such Subsidiary Guarantor’s Guarantee; and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Borrower or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (2) within 30 days execute and deliver a joinder agreement to the Collateral Documents providing for a pledge of its assets as Collateral for the Loan Obligations to the same extent as set forth in this Agreement and the Collateral Documents; provided that clause (ii) of Section 6.11(a) shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (b) For purposes of clause (i) of Section 6.11(a), to the extent that the aggregate book value of the total assets of the Borrower’s non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries (excluding Receivables Subsidiary) as of the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available prior to the date of the applicable organization, acquisition, transfer of assets to or investment in a non-Guarantor Wholly-Owned Domestic Restricted Subsidiary, exceeds $10.0 million, then, within 30 days after of such date, the Borrower shall cause one or more of such non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries to similarly execute a supplement to the Guaranty providing for a Guarantee Date (except as set forth in by such Restricted Subsidiary or Subsidiaries and such additional and/or supplemental Collateral Documents such that the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment collective book value of the Notes, jointly and severally with total assets of all other Guarantors (if any) of the Notes; provided that, if a remaining non-Guarantor Wholly-Owned Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is Restricted Subsidiaries does not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05exceed $10.0 million.

Future Guarantees. If, on after the Acquisition Closing Date, (a) any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company Issuer (other than a Domestic Subsidiary of the Company including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Securitization Entity and any Excluded Subsidiary) that is an Excluded not then a Guarantor guarantees or incurs any Indebtedness under the New Term Loan Credit Agreement, (b) the Reversion Date occurs, or (c) the Issuer otherwise elects to have any Restricted Subsidiary or become a Securitization Entity) exceeds $2.5 millionGuarantor, then, in each such case, the Company will Issuer shall cause such Domestic Restricted Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Indenture pursuant to which such Domestic Restricted Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture providing for a Note Guarantee by such Restricted Subsidiary on the payment of same terms and conditions as those set forth in this Indenture and applicable to the Notes, jointly and severally with all other Guarantors (if any) of the NotesGuarantors; provided that, if a Domestic Subsidiary that would have been required to guarantee in the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity case of clause (a), such supplemental indenture shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days 20 Business Days of the date that such Indebtedness under the New Term Loan Credit Agreement has been guaranteed or incurred by such Restricted Subsidiary. Each Person that becomes a Guarantor after the date such Domestic Subsidiary Acquisition Closing Date shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have also become a Domestic Subsidiary that is not an Excluded Subsidiary party to the applicable Security Documents and shall as promptly as practicable after becoming a Guarantor execute and deliver such security instruments, financing statements, mortgages, deeds of trust and other related real estate deliverables (in substantially the same form as those executed and delivered with respect to the Collateral on the Acquisition Closing Date or Securitization Entityon the date first delivered in the case of Collateral delivered after the Acquisition Closing Date (to the extent, and substantially in the form, delivered on the Acquisition Closing Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the case Notes Collateral Agent a perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Fixed Asset Collateral and a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Current Asset Collateral, in either case, as security for such Guarantor’s Note Guarantee and as may be. Anything in this Indenture be necessary to have such property or assets added to the contrary notwithstandingCollateral as required under the Security Documents and this Indenture, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 thereupon all provisions of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture relating to the contrary notwithstanding, each Guarantor’s Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Note Guarantee shall be released upon the terms and in accordance with the provisions of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Article 10 hereof.

Future Guarantees. (a) If, on after the Issue Date, (i) any date Wholly-Owned Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then the Company or a “Guarantee Date”), the aggregate Guaranteed Principal Amount of Guarantor guarantees or incurs any Domestic Subsidiary other Indebtedness under either of the Company (other than a Domestic Subsidiary Senior Credit Agreements or guarantees or incurs any capital markets Indebtedness of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionParent, the Company will or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $400.0 million (“Capital Markets Debt”) or (ii) the Company otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company shall cause such Domestic Restricted Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Indenture (in substantially the form of Exhibit F hereto) pursuant to which such Domestic Restricted Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture and shall provide a Note Guarantee by such Restricted Subsidiary on the payment same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and execute and deliver to the Trustee joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Notes, jointly and severally with all other Guarantors (if any) holders of the NotesNotes in the Collateral of such Restricted Subsidiary; provided that, if a Domestic Subsidiary that would have been required in the case of clause (a), such supplemental indenture, joinders to guarantee the Notes but for the fact that it was an Excluded Subsidiary Security Documents or a Securitization Entity new Security Documents together with any other such filings and agreements shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days after 20 Business Days following the date that such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity Indebtedness under the applicable Senior Credit Agreement or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary Capital Markets Debt has been guaranteed or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded incurred by such Restricted Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its . (b) Each Note Guarantee of the Notes and under Article 10 of this Indenture will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as provided 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 Note Guarantee shall be released upon the terms and in Section 10.03. Anything in this Indenture to accordance with the contrary notwithstanding, each Guarantor’s Guarantee provisions of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Article 10.

Future Guarantees. If, on any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of The Company will not permit any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is a Guarantor, an Excluded Subsidiary or a Securitization Entity) exceeds to, directly or indirectly, guarantee or otherwise become an obligor (whether as co-issuer, co-obligor, co-borrower or otherwise) under any Non-Funding Indebtedness for borrowed money under any Credit Facility of the Company or any Guarantor with an aggregate principal amount in excess of $2.5 50.0 million, unless: (1) the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after the date such Guarantee Date Domestic Subsidiary guarantees or becomes an obligor under such Indebtedness (except as set forth in the proviso below), a supplemental indenture in the form of Exhibit B pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, (a) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee of such Domestic Subsidiary of such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; (b) if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be; and (2) such Domestic Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary of the Company as a result of any payment by such Domestic Subsidiary under its Guarantee until payment in full of obligations under this Indenture; provided that, that this paragraph shall not be applicable to any Indebtedness (whether arising from a guarantee or other incurrence) of any Domestic Subsidiary that existed at the time such Person became a Domestic Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Domestic Subsidiary. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. If, on If the Company or any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Guarantor, or if the Company (other than a Domestic Subsidiary or any of the Company that is an Excluded Restricted Subsidiaries shall organize, acquire or otherwise invest in another Restricted Subsidiary or having total assets with a Securitization Entity) exceeds book value in excess of $2.5 1 million, the Company will cause then such Domestic transferee or acquired or other Restricted Subsidiary to shall (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary will shall unconditionally guarantee the payment all of the NotesCompany's obligations under the Securities and this Indenture on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, jointly executed and severally 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. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to become Guarantors under this Indenture: (i) DR Exploration; (ii) any Restricted Subsidiary formed or acquired in connection with all other Guarantors Related Business Investments made by the Company or any of the Restricted Subsidiaries pursuant to clause (if anyiii) of the Notes; provided that, if a Domestic definition of "Permitted Investment" and (iii) any Restricted Subsidiary that would have been required which is not permitted by law to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Indenture.

Future Guarantees. On the Effective Date, the Guaranteed Obligations will be guaranteed solely by each Borrower (in each case other than with respect to its own Guaranteed Obligations), the Company and each of the Effective Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million2,500,000, the Company will cause such Domestic Subsidiary to execute and deliver to the TrusteeAdministrative Agent, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the NotesJoinder Agreement; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes Guaranteed Obligations but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes Guaranteed Obligations because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture Joinder Agreement referred to above shall be delivered to the Trustee Administrative Agent within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. In connection therewith, the Administrative Agent and the Lenders shall have received all documentation and other information regarding such Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation. Upon execution and delivery thereof, each such Person shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. Anything in this Indenture Agreement to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations or become a Loan Guarantor. The obligations of each Guarantor, if any, Loan Guarantor under its Guarantee of the Notes and under Article 10 of this Indenture Guaranteed Obligations will be limited as provided in Section 10.03Article 9. Anything in this Indenture Agreement to the contrary notwithstanding, each a Loan Guarantor’s Guarantee of the Notes Guaranteed Obligations will automatically and permanently terminate and be released, all other obligations of such Loan Guarantor under its Guarantee of the Notes and this Indenture Agreement will automatically and permanently terminate and such Loan Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture Guaranteed Obligations under the circumstances set forth in Section 10.059.08. Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including such actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.

Future Guarantees. If, on any date (The Issuers shall cause each Restricted Subsidiary that is not a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company Guarantor (other than a Domestic Subsidiary Opco) that (a) Incurs any Indebtedness under the Credit Agreement or any other Indebtedness incurred pursuant to clause (d)(1) of Section 4.9 and/or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Company that is an Excluded Issuers or any Subsidiary Guarantor under the Credit Agreement or a Securitization Entity) exceeds $2.5 millionany other syndicated loan or revolving credit facility or any Capital Markets Indebtedness, in each case, of the Company will cause such Domestic Issuers or any other Subsidiary to Guarantor to, within 30 days thereof, execute and deliver to the TrusteeTrustee a supplemental indenture, within 30 days after such Guarantee Date (except as in substantially the form set forth in the proviso below)Exhibit B hereto, providing for a supplemental indenture Note Guarantee by such Restricted Subsidiary pursuant to which such Domestic Restricted Subsidiary will shall unconditionally guarantee Guarantee, on a joint and several basis, the full and prompt payment of the Notesprincipal of, jointly premium, if any, and severally with interest in respect of the Notes on a senior basis and all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required obligations under this Indenture. With respect to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a any Note Guarantee by any Foreign Subsidiary shall be required pursuant to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may bethis Section 4.15, the supplemental indenture referred to above shall be delivered to set forth in Exhibit B hereto may have such changes thereto as required by the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or local law of such Foreign Subsidiary shall have become a Domestic Subsidiary that is including but not an Excluded Subsidiary or Securitization Entitylimited to limitations of such Note Guarantees under such local law, as the case may be. Anything in this Indenture provided such changes (including such limitations) apply mutatis mutandis to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of Guaranteed Indebtedness. In connection with any such supplemental indenture delivered pursuant to this Indenture will be limited as provided Section 4.15 in Section 10.03. Anything connection with any Note Guarantee by any Foreign Subsidiary, in this Indenture addition to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances requirements set forth in Section 10.059.5, the Issuer shall deliver to the Trustee an Officers’ Certificate to the effect that such Note Guarantee complies with the terms and requirements of this Section 4.15 (upon which the Trustee may exclusively and conclusively rely without any obligation to review, verify or negotiate the terms, limitations or requirements herein of such Note Guarantee).

Future Guarantees. If(a) If (i) the Company or any of its Wholly-Owned Domestic Restricted Subsidiaries organizes or acquires any Wholly-Owned Domestic Restricted Subsidiary (other than (x) any Receivables Subsidiary, on (y) any date Captive Insurance Subsidiary and (z) a Wholly-Owned Domestic Restricted Subsidiary if the book value of such Wholly-Owned Domestic Restricted Subsidiary’s total assets, when taken together with the aggregate book value of the total assets of all other Wholly-Owned Domestic Restricted Subsidiaries that are not Subsidiary Guarantors, as of the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available prior to such date, does not exceed in the aggregate $10.0 million (“Guarantee Datean Immaterial Domestic Subsidiary”)), or transfers assets to or makes an Investment in an Immaterial Domestic Subsidiary such that it ceases to be an Immaterial Domestic Subsidiary, then such Wholly-Owned Domestic Restricted Subsidiary or (ii) any Wholly-Owned Subsidiary that is a Restricted Subsidiary (and any non-Wholly-Owned Subsidiary that is a Restricted Subsidiary if such non-Wholly-Owned Subsidiary guarantees other capital markets debt securities), other than a Subsidiary Guarantor or a Foreign Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, guarantees the aggregate Guaranteed Principal Amount payment of any Domestic Subsidiary Indebtedness of the Company or any other Subsidiary Guarantor then such Restricted Subsidiary, in each case, shall: (other than 1) within 30 days execute and deliver a Domestic Subsidiary supplemental indenture to this Indenture in the form of Exhibit D attached hereto providing for a Guarantee by such Restricted Subsidiary; and with respect to a guarantee of Indebtedness of the Company that or any Subsidiary Guarantor described in clause (ii) of Section 4.16(a): (i) if such Indebtedness is an Excluded by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or a Securitization Entitysuch Subsidiary Guarantor’s Guarantee; and (ii) exceeds $2.5 millionsuch Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company will cause or any other Restricted Subsidiary as a result of any payment by such Domestic Restricted Subsidiary to under its Guarantee; and (2) within 30 days execute and deliver a joinder agreement to the TrusteeCollateral Documents providing for a pledge of its assets as Collateral for the Notes to the same extent as set forth in this Indenture and the Collateral Documents; provided that clause (ii) of Section 4.16(a) shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (b) For purposes of clause (i) of Section 4.16(a), to the extent that the aggregate book value of the total assets of the Company’s non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries (excluding Receivables Subsidiary) as of the end of the Company’s most recently ended fiscal quarter for which internal financial statements are available prior to the date of the applicable organization, acquisition, transfer of assets to or investment in a non-Guarantor Wholly-Owned Domestic Restricted Subsidiary, exceeds $10.0 million, then, within 30 days after of such Guarantee Date (except as set forth in date, the proviso below), Company shall cause one or more of such non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries to similarly execute a supplemental indenture pursuant to which providing for a Guarantee by such Domestic Restricted Subsidiary will unconditionally guarantee or Subsidiaries and such additional and/or supplemental Collateral Documents such that the payment collective book value of the Notes, jointly and severally with total assets of all other Guarantors (if any) of the Notes; provided that, if a remaining non-Guarantor Wholly-Owned Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is Restricted Subsidiaries does not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05exceed $10.0 million.

Future Guarantees. If, on any date (a “Guarantee Date”)a) Upon their initial issuance, the aggregate Guaranteed Principal Amount Notes will not be guaranteed by any of any Domestic the Company’s Subsidiaries. If on or after the date of this Supplemental Indenture, a Subsidiary of the Company (other than incurs, or becomes a Domestic Subsidiary guarantor or co-obligor of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionCompany’s obligations under, any Similar Capital Markets Debt Securities (as defined below), the Company will shall cause such Domestic Subsidiary Subsidiary, within 30 days to (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture (or supplemental indentures) pursuant to which such Domestic Subsidiary will unconditionally shall guarantee (subject to Section 4.3(b)) all of the Company’s obligations under the Notes, including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if any, on the Notes and all other amounts payable by the Company thereunder and hereunder, subject to any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms set forth in this Section 4.3 and (ii) deliver to the Trustee an Opinion of Counsel to the effect that (A) such supplemental indenture and guarantee of the Notes has been duly executed and authorized and (B) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Section 4.3(a) shall be prepared by the Company in such form and with such terms as may be customary or reasonably appropriate to give effect to the terms of this Section 4.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as to the authorization of such supplemental indenture and may rely conclusively thereon (without any responsibility for the form or terms of such supplemental indenture). (b) The following provisions will apply with respect to the release of guarantees of the Notes: Any future guarantee shall be automatically and unconditionally released upon the release of the guarantee or the obligation that resulted in Section 4.03(a) becoming applicable (other than by reason of payment under such guarantee) without the consent of the Holders of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic upon such Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased Guarantor ceasing to be an Excluded obligor, guarantor or co-obligor with respect to such Similar Capital Markets Debt Securities. In addition, any future Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary Guarantor shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently unconditionally released from all of its obligations under its Guarantee subsidiary guarantee in the following circumstances (provided, however, that in each case, after giving effect to such transaction, such Subsidiary Guarantor is no longer liable for any guarantee or other obligations in respect of any Similar Capital Markets Debt Securities of the Notes and this Indenture under Company or any of the circumstances set forth Subsidiary Guarantors): (i) upon the sale or other disposition (including by way of consolidation or merger), in Section 10.05one transaction or a series of related transactions, of a majority of the total voting power of the capital stock or other interests of such Subsidiary Guarantor (other than to the Company or any affiliate of the Company); or (ii) upon the sale or disposition of all or substantially all of the property of such Subsidiary Guarantor (other than to any affiliate of the Company other than another Subsidiary Guarantor).

Future Guarantees. If, on any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. IfAny Person that becomes a Guarantor, on any date (jointly and severally, fully, unconditionally and irrevocably guarantees as primary obligors and not merely as a “Guarantee Date”)sureties, the aggregate Guaranteed Principal Amount of any Domestic Subsidiary obligations of the Company under the Securities and this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, that (a) the Company will make payment of the principal of and interest (including Additional Interest, if any) on the Securities will be paid in full when due, whether at the Maturity Date, by acceleration, redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other than a Domestic Subsidiary obligations of the Issuers to the Holders or the Trustee hereunder or thereunder, including obligations arising under Articles III and VII hereof, will be paid in full or performed, all in accordance with the terms hereof and thereof and (b) the full performance, within applicable grace periods, of all other obligations of the Company under this Indenture and the Securities which may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that is an Excluded Subsidiary such Guarantor will remain bound under this Article X, notwithstanding any extension or a Securitization Entity) exceeds $2.5 millionrenewal. Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Issuers or any other Person, protest, notice and all demands whatsoever and covenant that the Guarantee of such Guarantor shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each Guarantor agrees that, in the event of a default in payment of principal or interest, including contingent interest, if any, on such Security, whether at the Maturity Date of the Security, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of or by the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor's Guarantee without first proceeding against the Company will cause or any other Guarantor, if any. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Domestic Subsidiary Guarantor shall pay to execute the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and deliver payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that as between each Guarantor, on the one hand, and the Holders and the Trustee, within 30 days after on the other hand, (x) subject to this Article X, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantee Date Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (except as set forth y) in the proviso below)event of any acceleration of such obligation as provided in Article VI hereof, a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the payment purpose of the NotesGuarantee of such Guarantor. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, jointly and severally with dissolution or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all other Guarantors (if any) or any significant part of the Notes; provided thatIssuers' assets, if a Domestic Subsidiary that would have been required and shall, to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased fullest extent permitted by law, continue to be an Excluded Subsidiary effective or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entityreinstated, as the case may be, if at any time payment and performance of the supplemental indenture referred Securities are, pursuant to above shall applicable law, rescinded or reduced in amount, or must otherwise be delivered restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, for the purposes of the amounts due under the Guarantee, the Securities shall, to the Trustee within 30 days after the date fullest extent permitted by law, be reinstated and deemed reduced only by such Domestic Subsidiary shall have ceased amount paid and not so rescinded, reduced, restored or returned. Notwithstanding anything to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entitycontrary herein, as the case may be. Anything nothing in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary Section X shall be required to constitute a guarantee the Notes or become a Guarantor. The by any Guarantor of any obligations of each Guarantor, if any, Centennial or Centennial PR under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes Securities and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Indenture.

Future Guarantees. If(a) The Company shall not cause any future Domestic Subsidiary that is a Wholly Owned Restricted Subsidiary (and any non-Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary if such Domestic Subsidiary guarantees capital markets debt securities of the Company or a Guarantor, on including the 3.75% Notes, the 5.75% Notes, the 5.375% Notes and the 5.50% Notes), other than a Guarantor, directly or indirectly, to become a guarantor or an obligor with respect to any date other Debt of the Company or any Subsidiary thereof incurred in the United States, unless such Subsidiary (a “Future Guarantor”) becomes a Guarantor under this Indenture at the times set forth below, except that (1) if such Debt is by its terms Senior Debt, any such assumption, guarantee or other liability of such Subsidiary with respect to such Debt shall be senior to such Subsidiary’s Guarantee Date”)of the Securities to the same extent as such Senior Debt is senior to the Securities; and (2) if such Debt is by its terms expressly subordinated to the Securities, any such assumption, guarantee or other liability of such Subsidiary with respect to such Debt shall be subordinated to such Subsidiary’s Guarantee of the aggregate Guaranteed Principal Amount Securities at least to the same extent as such Debt is subordinated to the Securities. (b) Notwithstanding paragraph (a) above, any Non-Guarantor Restricted Subsidiary shall not be required to become a Future Guarantor under this Indenture if the Consolidated Tangible Assets of any Domestic Subsidiary such Non-Guarantor Restricted Subsidiary, together with the Consolidated Tangible Assets of all other Non-Guarantor Restricted Subsidiaries, as of the date of the most recent quarterly or annual financial statements of the Company (other than which are available, does not exceed, in the aggregate, 6% of the Consolidated Tangible Assets of the Company. To the extent that the collective Consolidated Tangible Assets of the Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Domestic Non-Guarantor Restricted Subsidiary or as of the date of the most recent quarterly or annual financial statements of the Company that is an Excluded Subsidiary or a Securitization Entity) which are available, exceeds $2.5 million6% of the Consolidated Tangible Assets of the Company, the Company will shall cause one or more of such Non-Guarantor Restricted Subsidiaries to become a Future Guarantor under this Indenture in accordance with the provisions of this covenant, such that the collective Consolidated Tangible Assets of all remaining Non-Guarantor Restricted Subsidiaries does not exceed 6% of the Consolidated Tangible Assets of the Company. (c) The Company shall not be required to cause any Future Guarantors to become Guarantors until the earlier of such time as (A) the aggregate Consolidated Equity of all such future Domestic Subsidiaries who have not become Guarantors, but are required to become Future Guarantors pursuant to paragraph (a) or (b) above, equals or exceeds $150,000,000 and (B) twelve months shall have elapsed since the Company last caused Future Guarantors to become Guarantors under this Indenture. Up to a maximum of once per fiscal quarter, the Company shall cause each Subsidiary thereof that is required to become a Future Guarantor pursuant to paragraph (a) or (b) above to (1) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture pursuant to which such Domestic Subsidiary will shall become a party to this Indenture and thereby unconditionally guarantee the payment all of the Notes, jointly Company’s obligations under the Securities and severally with all other Guarantors this Indenture on the terms set forth therein and (if any2) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered deliver to the Trustee within 30 days after an Opinion of Counsel that such ​ supplemental indenture has been duly authorized, executed and delivered by such Subsidiary of the date Company and constitutes a valid, binding and enforceable obligation of such Domestic Subsidiary (which opinion may be subject to customary assumptions and qualifications). Thereafter, such Subsidiary of the Company shall have ceased (unless released in accordance with the terms of this Indenture) be a Guarantor for all purposes of this Indenture. (d) Notwithstanding the foregoing, each Guarantee by a Guarantor of the Securities shall provide by its terms that it shall be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to be any Person not an Excluded Subsidiary Affiliate of the Company, of all or a Securitization Entity majority of the Company’s Capital Stock in, or all or substantially all the assets of, such Foreign Subsidiary shall have become a Domestic Subsidiary that Guarantor, which transaction is not an Excluded Subsidiary or Securitization Entity, as in compliance with the case may be. Anything in terms of this Indenture and pursuant to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantorwhich transaction such Guarantor is released from all guarantees, if any, by it of other Debt of the Company or any of its Subsidiaries; (ii) the release by the holders of the other Debt of the Company of their guarantee of Debt by such Subsidiary (including any deemed release upon payment in full of all obligations under its such Debt), at such time as (A) no other Debt of the Company has been guaranteed by such Subsidiary, or (B) the holders of all such other Debt of the Company or another Subsidiary which is guaranteed by such Subsidiary also release their guarantee by such Subsidiary (including any deemed release upon payment in full of all obligations under such Debt); (iii) the Company properly designating such Guarantor as a Non-Guarantor Restricted Subsidiary; provided that such Restricted Subsidiary is not required to issue a Guarantee of the Notes and Securities pursuant to paragraph (a) or (b) above; (iv) the Company properly designating such Subsidiary as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (v) the Company’s obligations under this Indenture being discharged in accordance with Section 4.1 or the Company exercising its legal defeasance option or covenant defeasance option under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Fifteen.

Future Guarantees. If, on any date after the Issue Date, (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of a) any Domestic Subsidiary of the Company Holdings (other than a Domestic Subsidiary of the Company or any Subsidiary that is an Excluded Subsidiary) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the Credit Agreement, the 2025 First Lien Notes, the 2025 Second Lien Notes or a Securitization Entity) exceeds the 2026 Notes or guarantees any capital markets Indebtedness of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $2.5 400.0 million, the Company will or (b) Holdings otherwise elects to have any Subsidiary become a Guarantor, then, in each such case, Holdings shall cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the payment same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Notes, jointly and severally with all other Guarantors (if any) Holders in the Collateral of the Notessuch Subsidiary; provided that, if a Domestic Subsidiary that would have been required in the case of clause (a), such supplemental indenture, joinders to guarantee the Notes but for the fact that it was an Excluded Subsidiary Collateral Documents or a Securitization Entity new Collateral Documents together with any other such filings and agreements shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days after reasonably promptly following the date that such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or becomes a Securitization Entity guarantor under the Credit Agreement, the 2026 Notes, the 2025 First Lien Notes, the 2025 Second Lien Notes or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05other applicable indebtedness.

Future Guarantees. IfThe Issuer shall not permit any of its Wholly-Owned Subsidiaries that are Restricted Subsidiaries, on or any date (non-Wholly-Owned Subsidiary that is a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Restricted Subsidiary if such non-Wholly-Owned Subsidiary guarantees other capital market debt securities of the Company (Issuer or any Guarantor or becomes a borrower under any Senior Credit Facility, other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization EntityGuarantor, to (x) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of any capital market debt securities of the NotesIssuer or any Guarantor or any Senior Credit Facility or (y) become a borrower under any Senior Credit Facility unless: (1) such Restricted Subsidiary within 60 days executes and delivers a supplemental indenture to this Indenture, jointly and severally the form of which is attached as Exhibit D hereto, providing for a Guarantee by such Restricted Subsidiary, and, with all other Guarantors respect to clause (x) above only, if any) such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and (2) such Restricted Subsidiary waives, and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that, if that this Section 4.15 shall not be applicable to any guarantee of any Restricted Subsidiary of the Issuer that existed at the time such Person became a Domestic Restricted Subsidiary that would have been required to guarantee the Notes but for the fact that it and was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entitynot incurred in connection with, or if in contemplation of, such Person becoming a Restricted Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Issuer.

Future Guarantees. If, on The Company shall cause each Subsidiary (including each Subsidiary that the Company acquires or creates after the date hereof) that subsequent to the date hereof guarantees any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary Indebtedness of the Company (other than hereinafter such Subsidiary, a Domestic “Future Subsidiary Guarantor” and such guarantees, the “Guaranteed Indebtedness”) to fully and unconditionally guarantee the Company’s obligations under the Indenture and this Ninth Supplemental Indenture with respect to payment and performance of the Company Series L Notes to the same extent that such Guaranteed Indebtedness is an Excluded guaranteed by the Future Subsidiary Guarantors; provided that this Section 3.02 shall no longer apply upon the elimination of the future guarantees covenant from all of the outstanding Pre-Series K Senior Notes (including upon redemption or a Securitization Entityrepayment in full) exceeds $2.5 millionand from the Credit Facility. Within 60 days of the date of such occurrence, the Company will cause such Domestic Future Subsidiary to Guarantor shall execute and or deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture pursuant making such Future Subsidiary Guarantor a party to which the Indenture for such Domestic Subsidiary will unconditionally purpose. To the extent this Section 3.02 is applicable, if the Guaranteed Indebtedness is (A) pari passu in right of payment with the Series L Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the payment guarantee of the Series L Notes required hereby or (B) subordinated in right of payment to the Series L Notes, jointly and severally with all other Guarantors (if any) then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the guarantee of the Series L Notes required hereby at least to the extent that the Guaranteed Indebtedness is subordinated in right of payment to the Series L Notes; provided that. Upon the complete and unconditional release of the Future Subsidiary Guarantor from its guarantee of the Guaranteed Indebtedness, if a Domestic or the termination of this Section 3.02 in accordance with the proviso to the first sentence hereof, such Future Subsidiary that would have been required to Guarantor’s guarantee of the Series L Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. If, on any date (a “Guarantee Date”)a) Subject to applicable Law, the aggregate Guaranteed Principal Amount Borrower and each Subsidiary that is a Loan Party shall cause each of its Domestic Subsidiaries formed or acquired after the date of this Agreement that is not an Excluded Subsidiary (which, for the purposes of this paragraph, shall include (x) any previously non-wholly-owned Domestic Subsidiary that becomes wholly-owned and is not an Excluded Subsidiary and (y) any Domestic Subsidiary that was previously an Unrestricted Subsidiary and becomes a Restricted Subsidiary that is not otherwise an Excluded Subsidiary) in accordance with the terms of this Agreement to become a Loan Party by executing a joinder to the Guaranty substantially in the form of Exhibit A to the Guaranty by the earlier of (I) the date that any such Subsidiary guarantees any ABL Obligations and (II) the date that is thirty (30) days after the formation or acquisition of such Subsidiary. Upon execution and delivery thereof, each such Person (A) shall automatically become a Guarantor hereunder and thereupon shall have all of the Company rights, benefits, duties, and obligations in each such capacity under the Loan Documents and (other than a Domestic Subsidiary B) will grant first priority Liens (or second priority Liens, subject in priority only to the Liens securing the ABL Obligations permitted hereunder, with respect to the ABL Collateral to the extent provided in the Intercreditor Agreement) to the Collateral Agent, for its benefit and the benefit of the Company Administrative Agent and the Lenders, in any property of such Loan Party which constitutes Collateral, including any parcel of Real Property located in the United States owned by such Loan Party with a fair market value in excess of $1.0 million. (b) Each Loan Party will cause (i) 100% of the issued and outstanding Equity Interests of each of its Domestic Subsidiaries that is not an Excluded Subsidiary or a Securitization Entity(which, for the purposes of this paragraph, shall include (x) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a any previously non-wholly-owned Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was becomes wholly-owned and is not an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a and (y) any Domestic Subsidiary that was previously an Unrestricted Subsidiary and becomes a Restricted Subsidiary that is not otherwise an Excluded Subsidiary) and (ii) 65% of the issued and outstanding Equity Interests entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) and 100% of the issued and outstanding Equity Interests not entitled to vote (within the meaning of Treas. Reg. Section 1.956-2(c)(2)) in each First-Tier Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or (other than by reason of being a Securitization EntityForeign Subsidiary) (which, as for the case may bepurposes of this paragraph, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such include any First-Tier Foreign Subsidiary shall have become that previously was an Unrestricted Subsidiary and becomes a Domestic Restricted Subsidiary that is not otherwise an Excluded Subsidiary) and each Foreign Subsidiary Holding Company, to be subject at all times to a first priority, perfected Lien (or Securitization Entitysecond priority Liens, subject in priority only to the Liens securing the ABL Collateral permitted hereunder) in favor of the Administrative Agent pursuant to the terms and conditions of the Collateral Documents as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary Administrative Agent shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05reasonably request.

Future Guarantees. IfThe Company will not permit any of its Restricted Subsidiaries (other than any Foreign Restricted Subsidiary, on any date (a “Guarantee Date”Insignificant Subsidiary and Receivables Subsidiary or any Special Purpose Producer), directly or indirectly, to Guarantee or pledge any assets to secure the aggregate Guaranteed Principal Amount payment of any Domestic Subsidiary other Indebtedness of the Company (other than a Domestic Subsidiary or any of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionCompany’s other Restricted Subsidiaries under any Credit Facilities, the Company will cause 2025 Notes or 2029 Notes unless such Domestic Restricted Subsidiary to execute and deliver to the Trustee, (x) is a Guarantor under this Indenture or (y) within 30 60 days after becoming a guarantor of such Guarantee Date (except as set forth in the proviso below), other Indebtedness becomes a Guarantor under this Indenture and simultaneously executes and delivers a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee providing for the Guarantee of the payment of the Notes, jointly and severally with all other Guarantors (if any) of the NotesNotes by such Restricted Subsidiary; provided that, if a Domestic that such Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness. In the event that any Restricted Subsidiary that would have been required to guarantee the Notes but for the fact that it was is an Excluded Insignificant Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased ceases to be an Excluded Insignificant Subsidiary or a Securitization Entityotherwise guarantees the Credit Agreement Obligations or the 2029 Notes, or if a then such Restricted Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have must become a Domestic Subsidiary that is not Guarantor and execute a supplemental indenture and deliver an Excluded Subsidiary Opinion of Counsel to the Trustee. The Company may elect, in its sole discretion, to cause or a Securitization Entityallow, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded any 4869-1723-0772 v.7 Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary any New Parent that is not an Excluded otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary New Parent shall not be required to guarantee comply with the Notes 60-day period described above and such Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee (y) at the time of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations release of such Guarantee) assuming such Subsidiary were not a Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and at such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05time.

Future Guarantees. If, on any date after the Issue Date, (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of a) any Domestic Subsidiary of the Company Holdings (other than a Domestic Subsidiary of the Company or any Subsidiary that is an “Excluded Subsidiary” under the 2018 Credit Agreement) that is not then a Guarantor guarantees any indebtedness of Holdings or any Domestic Subsidiary incurred pursuant to the 2018 Credit Agreement or the 2026 Notes or guarantees any other indebtedness under any Credit Facility of Holdings or any Domestic Subsidiary with an aggregate principal amount in excess of $100.0 million or (b) Holdings otherwise elects to have any Subsidiary become a Securitization Entity) exceeds $2.5 millionGuarantor, the Company will then, in each such case, Holdings shall cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture and shall provide a Guarantee by such Subsidiary, on substantially the payment same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, or if Holdings has elected to have such Subsidiary provide such Guarantee, on such terms as may be determined by Holdings, and execute and deliver to the Trustee joinders to the Collateral Documents or new Collateral Documents together with any other filings and agreements required by the Collateral Documents to create or perfect the security interests for the benefit of the Notes, jointly and severally with all other Guarantors (if any) Holders in the Collateral of the Notessuch Subsidiary; provided that, if a Domestic Subsidiary that would have been required in the case of clause (a), such supplemental indenture, joinders to guarantee the Notes but for the fact that it was an Excluded Subsidiary Collateral Documents or a Securitization Entity new Collateral Documents together with any other such filings and agreements shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days after reasonably promptly following the date that such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or becomes a Securitization Entity guarantor under the 2018 Credit Agreement, the 2026 Notes or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05other applicable indebtedness.

Future Guarantees. If, on (a) QCP will not permit any date Domestic Restricted Subsidiary of QCP to guarantee any Indebtedness under the Credit Facility or any other Indebtedness of the Issuers or a Guarantor (a “Guarantee DateGuaranteed Indebtedness”), the aggregate Guaranteed Principal Amount of any Domestic unless such Restricted Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 calendar days after so guaranteeing such Guarantee Date (except as set forth in the proviso below), Guaranteed Indebtedness executes and delivers a supplemental indenture to this Indenture in the form of Exhibit C providing for a Notes Guarantee by such Restricted Subsidiary and supplements to the Security Documents and takes all actions required by the Security Documents to perfect the liens granted thereunder; provided, however, that this paragraph shall not be applicable to any guarantee of any Person that existed (or any other guarantee required pursuant to the terms of any Acquired Indebtedness of any Person, which Acquired Indebtedness existed) at the time such Domestic Person became (including by redesignation) a Restricted Subsidiary will unconditionally guarantee of, or was merged into, the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary Issuers or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Restricted Subsidiary or a Securitization Entityand was not Incurred in connection with, or if in contemplation of, such person becoming a Subsidiary that was a Foreign Subsidiary shall be required Restricted Subsidiary. QCP may elect, in its sole discretion, to guarantee the Notes because it shall have become a Domestic cause any Subsidiary that is not an Excluded otherwise required to be a Subsidiary or Guarantor to become a Securitization EntitySubsidiary Guarantor, as the in which case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to comply with the 30 calendar day period described above. For the avoidance of doubt, Indebtedness of a Person that is guaranteed by an Issuer or a Subsidiary Guarantor shall not be deemed to be Guaranteed Indebtedness solely as a result of such guarantee by such Issuer or Subsidiary Guarantor. (b) QCP and Parent will not guarantee any Guaranteed Indebtedness, unless each of QCP and Parent within 30 calendar days after so guaranteeing such Guaranteed Indebtedness executes and delivers a supplemental indenture to this Indenture in the form of Exhibit C providing for a Notes Guarantee by each of QCP and Parent and supplements to the Security Documents and takes all actions required by the Security Documents to perfect the liens granted thereunder. (c) If the Guaranteed Indebtedness: (i) ranks equally with the Notes (or become a Guarantor. The obligations the applicable Notes Guarantee) in right of each Guarantorpayment, if anythen the guarantee of such Guaranteed Indebtedness shall rank equally with, under its Guarantee of or subordinate to, the Notes and under Article 10 Guarantee issued pursuant to this Section 4.14 in right of this Indenture will be limited as provided payment; or (ii) is subordinated in Section 10.03. Anything in this Indenture right of payment to the contrary notwithstandingNotes (or the applicable Notes Guarantee), each Guarantor’s Guarantee then the guarantee of such Guaranteed Indebtedness shall be subordinated in right of payment to the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of issued pursuant to this Section 4.14 at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of (or the applicable Notes and this Indenture under the circumstances set forth in Section 10.05Guarantee).

Future Guarantees. If(a) The Company shall not cause any future Domestic Subsidiary that is a Wholly Owned Restricted Subsidiary (and any non-Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary if such Domestic Subsidiary guarantees capital markets debt securities of the Company or a Guarantor, on including the 5.75% Notes and the 5.375% Notes), other than a Guarantor, directly or indirectly, to become a guarantor or an obligor with respect to any date other Debt of the Company or any Subsidiary thereof incurred in the United States, unless such Subsidiary (a “Future Guarantor”) becomes a Guarantor under this Indenture at the times set forth below, except that (1) if such Debt is by its terms Senior Debt, any such assumption, guarantee or other liability of such Subsidiary with respect to such Debt shall be senior to such Subsidiary’s Guarantee Date”)of the Securities to the same extent as such Senior Debt is senior to the Securities; and (2) if such Debt is by its terms expressly subordinated to the Securities, any such assumption, guarantee or other liability of such Subsidiary with respect to such Debt shall be subordinated to such Subsidiary’s Guarantee of the aggregate Guaranteed Principal Amount Securities at least to the same extent as such Debt is subordinated to the Securities. (b) Notwithstanding paragraph (a) above, any Non-Guarantor Restricted Subsidiary shall not be required to become a Future Guarantor under this Indenture if the Consolidated Tangible Assets of any Domestic Subsidiary such Non-Guarantor Restricted Subsidiary, together with the Consolidated Tangible Assets of all other Non-Guarantor Restricted Subsidiaries, as of the date of the most recent quarterly or annual financial statements of the Company (other than which are available, does not exceed, in the aggregate, 2% of the Consolidated Tangible Assets of the Company. To the extent that the collective Consolidated Tangible Assets of the Non-Guarantor Restricted Subsidiaries, as of the date of the creation of, acquisition of or Investment in a Domestic Non-Guarantor Restricted Subsidiary or as of the date of the most recent quarterly or annual financial statements of the Company that is an Excluded Subsidiary or a Securitization Entity) which are available, exceeds $2.5 million2% of the Consolidated Tangible Assets of the Company, the Company will shall cause one or more of such Non-Guarantor Restricted Subsidiaries to become a Future Guarantor under this Indenture in accordance with the provisions of this covenant, such that the collective Consolidated Tangible Assets of all remaining Non-Guarantor Restricted Subsidiaries does not exceed 2% of the Consolidated Tangible Assets of the Company. (c) The Company shall not be required to cause any Future Guarantors to become Guarantors until the earlier of such time as (A) the aggregate Consolidated Equity of all such future Domestic Subsidiaries who have not become Guarantors, but are required to become Future Guarantors pursuant to paragraph (a) or (b) above, equals or exceeds $75,000,000 and (B) twelve months shall have elapsed since the Company last caused Future Guarantors to become Guarantors under this Indenture. Up to a maximum of once per fiscal quarter, the Company shall cause each Subsidiary thereof that is required to become a Future Guarantor pursuant to paragraph (a) or (b) above to (1) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture pursuant to which such Domestic Subsidiary will shall become a party to this Indenture and thereby unconditionally guarantee the payment all of the Notes, jointly Company’s obligations under the Securities and severally with all other Guarantors this Indenture on the terms set forth therein and (if any2) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered deliver to the Trustee within 30 days after an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary of the date Company and constitutes a valid, binding and enforceable obligation of such Domestic Subsidiary (which opinion may be subject to customary assumptions and qualifications). Thereafter, such Subsidiary of the Company shall have ceased (unless released in accordance with the terms of this Indenture) be a Guarantor for all purposes of this Indenture. (d) Notwithstanding the foregoing, each Guarantee by a Guarantor of the Securities shall provide by its terms that it shall be automatically and unconditionally released and discharged upon: (i) any sale, exchange or transfer, to be any Person not an Excluded Subsidiary Affiliate of the Company, of all or a Securitization Entity majority of the Company’s Capital Stock in, or all or substantially all the assets of, such Foreign Subsidiary shall have become a Domestic Subsidiary that Guarantor, which transaction is not an Excluded Subsidiary or Securitization Entity, as in compliance with the case may be. Anything in terms of this Indenture and pursuant to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantorwhich transaction such Guarantor is released from all guarantees, if any, by it of other Debt of the Company or any of its Subsidiaries; (ii) the release by the holders of the other Debt of the Company of their guarantee of Debt by such Subsidiary (including any deemed release upon payment in full of all obligations under its such Debt), at such time as (A) no other Debt of the Company has been guaranteed by such Subsidiary, or (B) the holders of all such other Debt of the Company or another Subsidiary which is guaranteed by such Subsidiary also release their guarantee by such Subsidiary (including any deemed release upon payment in full of all obligations under such Debt); (iii) the Company properly designating such Guarantor as a Non-Guarantor Restricted Subsidiary; provided that such Restricted Subsidiary is not required to issue a Guarantee of the Notes and Securities pursuant to paragraph (a) or (b) above; (iv) the Company properly designating such Subsidiary as an Unrestricted Subsidiary in accordance with the applicable provisions of this Indenture; or (v) the Company’s obligations under this Indenture being discharged in accordance with Section 4.1 or the Company exercising its legal defeasance option or covenant defeasance option under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Fifteen.

Future Guarantees. If, on (a) If Holdings or any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if its Subsidiaries acquires a Subsidiary that was through a Foreign Permitted Acquisition or creates a Subsidiary in compliance with Section 4.05, such new Subsidiary must provide a Note Guarantee. (b) Holdings shall not, and shall not permit any of its Subsidiaries to, Guarantee or otherwise be required to guarantee or become liable for any obligations under the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization EntityTreximet Indenture, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity unless Holdings or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as also Guarantees the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically on a pari passu or senior basis. (c) If and permanently terminate for so long as any Subsidiary of a Credit Party Guarantees any Debt for borrowed money of any Credit Party other than any Debt outstanding on the Issue Date and Permitted Refinancing Debt thereof, such Guarantor will be automatically and permanently released from all Subsidiary shall provide a Note Guarantee, and, if the guaranteed Debt of its obligations under its such Credit Party is Subordinated Debt, the Guarantee of such guaranteed Debt must be subordinated in right of payment to the Notes Note Guarantee to at least the extent that the guaranteed Debt is subordinated to the Notes. (d) A Subsidiary required to provide a Note Guarantee shall execute a supplemental indenture in the form of Exhibit B, and this Indenture under deliver an Opinion of Counsel to the circumstances set forth Trustee to the effect that the supplemental indenture has been duly authorized, executed and delivered by the Subsidiary and constitutes a valid and binding obligation of the Subsidiary, enforceable against the Subsidiary in Section 10.05accordance with its terms (subject to customary exceptions). (e) Notwithstanding the foregoing, the supplemental indenture may be modified in respect of any Guarantor organized outside the United States of America as necessary or appropriate to (1) comply with applicable law, (2) avoid any general legal limitations such as general statutory limitations, financial assistance, corporate benefit, “thin capitalization” rules, retention of title claims or similar matters or (3) avoid a conflict with the fiduciary duties of such company’s directors, contravention of any legal prohibition or regulatory condition, or the material risk of personal or criminal liability for any officers or directors, in each case as determined by Holdings in its sole discretion.

Future Guarantees. If, on At any date time either (a “Guarantee Date”), x) in excess of 10.0% of the aggregate Guaranteed Principal Amount of any Domestic Subsidiary consolidated net assets of the Company are owned by Restricted Subsidiaries (other than a Domestic Subsidiary Foreign Subsidiaries) of the Company or (y) in excess of 10.0% of the Consolidated EBITDA of the Company is derived from Restricted Subsidiaries (other than Foreign Subsidiaries) of the Company, within 90 days of the filing of the financial statements with the Commission which indicate that either clause (x) or clause (y) above is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionapplicable, the Company will shall cause such Domestic Subsidiary Restricted Subsidiaries (other than Foreign Subsidiaries) to (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary will shall become a party to this Indenture and thereby unconditionally guarantee on an unsecured senior subordinated basis (on substantially the payment same terms as the subordination of the Notes, jointly and severally with Securities) (a "GUARANTEE") all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee Company's Obligations under the Notes but for Securities and this Indenture on the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered terms set forth therein and (ii) deliver to the Trustee within 30 days after the date an opinion of counsel that such Domestic supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary (which opinion may be subject to customary assumptions and qualifications). Thereafter, such Restricted Subsidiary shall have ceased to (unless released in accordance with the terms of this Indenture) be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become guarantor (a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in "GUARANTOR") for all purposes of this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a GuarantorIndenture. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture a Guarantor will be limited as provided in Section 10.03. Anything in this Indenture to released upon the contrary notwithstanding, each Guarantor’s Guarantee sale or transfer of a majority of the Notes will automatically and permanently terminate and be released, all obligations capital stock of such Guarantor under its Guarantee owned directly or indirectly by the Company, provided that such sale or transfer complies with all of the Notes and terms of this Indenture will automatically and permanently terminate and Indenture, or such Guarantor becoming an Unrestricted Subsidiary in accordance with the terms of this Indenture. Each Guarantee will be automatically a continuing guarantee and permanently released from will (a) remain in full force and effect until payment in full of all of its the obligations under its Guarantee covered thereby, (b) be binding upon each Guarantor and (c) inure to the benefit of and be enforceable by the Notes Trustee, the Holders and this Indenture under the circumstances set forth in Section 10.05their successors, transferees and assigns.

Future Guarantees. (a) If, on after the Issue Date, (a) any date Wholly-Owned Domestic Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then a Co-Issuer or a Guarantor (x) guarantees or incurs any Indebtedness under the ABL Credit Agreement or (y) guarantees or incurs any capital markets Indebtedness of a Co-Issuer or any Guarantor with an aggregate principal amount in excess of $100.0 million (“Guarantee DateCertain Capital Markets Debt”)) or (b) the Parent Guarantor otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Company will Parent Guarantor shall cause such Domestic Restricted Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Indenture pursuant to which such Domestic Restricted Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture and shall provide a Note Guarantee by such Restricted Subsidiary on the payment same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and execute and deliver to the Trustee joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the Liens for the benefit of the Notes, jointly and severally with all other Guarantors (if any) Holders of the NotesNotes in the Collateral of such Restricted Subsidiary; provided that, if a Domestic Subsidiary that would have been required in the case of clause (a), such supplemental indenture, joinders to guarantee the Notes but for the fact that it was an Excluded Subsidiary Security Documents or a Securitization Entity new Security Documents together with any other such filings and agreements shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days 20 Business Days after the date that such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary Indebtedness under the ABL Credit Agreement or a Securitization Entity the agreement governing such Certain Capital Markets Debt has been guaranteed or incurred by such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Restricted Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its . (b) Each Note Guarantee of the Notes and under Article 10 of this Indenture will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as provided 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 and any other limitations customary for such guarantees in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee jurisdiction of incorporation or organization of the Notes will automatically relevant Guarantor. (c) Each Note Guarantee shall be released upon the terms and permanently terminate and be released, all obligations in accordance with the provisions of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Article 10.

Future Guarantees. If, on any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or a Foreign Subsidiary shall not be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05; and all of the Guarantees, if any, of the Notes and all of the obligations of the Guarantors, if any, under this Indenture will be automatically suspended (subject to possible reinstatement) as provided in Section 4.05.

Future Guarantees. If, on (a) If (i) the Borrower or any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of its Wholly-Owned Domestic Restricted Subsidiaries organizes or acquires any Wholly-Owned Domestic Restricted Subsidiary of the Company (other than (x) any Receivables Subsidiary, (y) any Captive Insurance Subsidiary and (z) a Wholly-Owned Domestic Restricted Subsidiary if the book value of such Wholly-Owned Domestic Restricted Subsidiary’s total assets, when taken together with the aggregate book value of the total assets of all other Wholly-Owned Domestic Restricted Subsidiaries that are not Subsidiary Guarantors, as of the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available prior to such date, does not exceed in the aggregate $10.0 million (an “Immaterial Domestic Subsidiary”)), or transfers assets to or makes an Investment in an Immaterial Domestic Subsidiary such that it ceases to be an Immaterial Domestic Subsidiary, then such Wholly-Owned Domestic Restricted Subsidiary or (ii) any Wholly-Owned Subsidiary that is a Restricted Subsidiary (and any non-Wholly-Owned Subsidiary that is a Restricted Subsidiary if such non-Wholly-Owned Subsidiary guarantees other capital markets debt securities), other than a Subsidiary Guarantor or a Foreign Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, guarantees the payment of any Indebtedness of the Company that is an Excluded Borrower or any other Subsidiary or a Securitization EntityGuarantor then such Restricted Subsidiary, in each case, shall: (1) exceeds $2.5 million, the Company will cause such Domestic Subsidiary to within 45 days execute and deliver a supplement to the TrusteeGuaranty in the form attached thereto providing for a Guarantee by such Restricted Subsidiary; and with respect to a guarantee of Indebtedness of the Borrower or any Subsidiary Guarantor described in clause (ii) of Section 6.11(a): (i) if such Indebtedness is by its express terms subordinated in right of payment to the Loan Obligations or such Subsidiary Guarantor’s Guarantee, within 30 days after any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee Date substantially to the same extent as such Indebtedness is subordinated to the Loan Obligations or such Subsidiary Guarantor’s Guarantee; and (except ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Borrower or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; and (2) within 45 days execute and deliver a joinder agreement to the Collateral Documents providing for a pledge of its assets as Collateral for the Loan Obligations to the same extent as set forth in this Agreement and the proviso belowCollateral Documents; provided that clause (ii) of Section 6.11(a) shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (b) For purposes of clause (i) of Section 6.11(a), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment extent that the aggregate book value of the Notes, jointly and severally with all other Guarantors (if any) total assets of the Notes; provided thatBorrower’s non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries (excluding Receivables Subsidiary) as of the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available prior to the date of the applicable organization, if acquisition, transfer of assets to or investment in a non-Guarantor Wholly-Owned Domestic Subsidiary that would have been required Restricted Subsidiary, exceeds $10.0 million, then, within 45 days of such date, the Borrower shall cause one or more of such non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries to guarantee similarly execute a supplement to the Notes but Guaranty providing for the fact that it was an Excluded a Guarantee by such Restricted Subsidiary or a Securitization Entity shall be required to guarantee Subsidiaries and such additional and/or supplemental Collateral Documents such that the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee collective book value of the Notes and under Article 10 total assets of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such remaining non-Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Wholly-Owned Domestic Restricted Subsidiaries does not exceed $10.0 million.

Future Guarantees. If, on (a) If (i) the Borrower or any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of its Wholly-Owned Domestic Restricted Subsidiaries organizes or acquires any Wholly-Owned Domestic Restricted Subsidiary of the Company (other than (x) any Receivables Subsidiary, (y) any Captive Insurance Subsidiary and (z) a Wholly-Owned Domestic Restricted Subsidiary if the book value of such Wholly-Owned Domestic Restricted Subsidiary’s total assets, when taken together with the aggregate book value of the total assets of all other Wholly-Owned Domestic Restricted Subsidiaries that are not Subsidiary Guarantors, as of the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available prior to such date, does not exceed in the aggregate $10.0 million (an “Immaterial Domestic Subsidiary”)), or transfers assets to or makes an Investment in an Immaterial Domestic Subsidiary such that it ceases to be an Immaterial Domestic Subsidiary, then such Wholly-Owned Domestic Restricted Subsidiary or (ii) any Wholly-Owned Subsidiary that is a Restricted Subsidiary (and any non-Wholly-Owned Subsidiary that is a Restricted Subsidiary if such non-Wholly-Owned Subsidiary guarantees other capital markets debt securities), other than a Subsidiary Guarantor or a Foreign Subsidiary guaranteeing Indebtedness of another Foreign Subsidiary, guarantees the payment of any Indebtedness of the Company that is an Excluded Borrower or any other Subsidiary or a Securitization Entity) exceeds $2.5 millionGuarantor then such Restricted Subsidiary, the Company will cause such Domestic Subsidiary to in each case, shall: within 30 days execute and deliver a supplement to the TrusteeGuaranty in the form attached thereto providing for a Guarantee by such Restricted Subsidiary; and with respect to a guarantee of Indebtedness of the Borrower or any Subsidiary Guarantor described in clause (ii) of Section 6.11(a): (i) if such Indebtedness is by its express terms subordinated in right of payment to the Loan Obligations or such Subsidiary Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Loan Obligations or such Subsidiary Guarantor’s Guarantee; and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Borrower or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that clause (ii) of Section 6.11(a) shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (b) For purposes of clause (i) of Section 6.11(a), to the extent that the aggregate book value of the total assets of the Borrower’s non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries (excluding Receivables Subsidiary) as of the end of the Borrower’s most recently ended fiscal quarter for which internal financial statements are available prior to the date of the applicable organization, acquisition, transfer of assets to or investment in a non-Guarantor Wholly-Owned Domestic Restricted Subsidiary, exceeds $10.0 million, then, within 30 days after of such date, the Borrower shall cause one or more of such non-Guarantor Wholly-Owned Domestic Restricted Subsidiaries to similarly execute a supplement to the Guaranty providing for a Guarantee Date (except as set forth in by such Restricted Subsidiary or Subsidiaries and such additional and/or supplemental Loan Documents such that the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment collective book value of the Notes, jointly and severally with total assets of all other Guarantors (if any) of the Notes; provided that, if a remaining non-Guarantor Wholly-Owned Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is Restricted Subsidiaries does not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05exceed $10.0 million.

Future Guarantees. On the Effective Date, the Guaranteed Obligations will be guaranteed solely by each Borrower (in each case other than with respect to its own Guaranteed Obligations), the Company and each of the Effective Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million2,500,000, the Company will cause such Domestic Subsidiary to execute and deliver to the TrusteeAdministrative Agent, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the NotesJoinder Agreement; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes Guaranteed Obligations but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes Guaranteed Obligations because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture Joinder Agreement referred to above shall be delivered to the Trustee Administrative Agent within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. In connection therewith, the Administrative Agent and the Lenders shall have received all documentation and other information regarding such Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. Anything in this Indenture Agreement to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations or become a Loan Guarantor. The obligations of each Guarantor, if any, Loan Guarantor under its Guarantee of the Notes and under Article 10 of this Indenture Guaranteed Obligations will be limited as provided in Section 10.03Article IX. Anything in this Indenture Agreement to the contrary notwithstanding, each a Loan Guarantor’s Guarantee of the Notes Guaranteed Obligations will automatically and permanently terminate and be released, all other obligations of such Loan Guarantor under its Guarantee of the Notes and this Indenture Agreement will automatically and permanently terminate and such Loan Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture Guaranteed Obligations under the circumstances set forth in Section 10.059.08. Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including such actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.

Future Guarantees. IfAny Person that becomes a Guarantor, jointly and severally, fully, unconditionally and irrevocably guarantees as primary obligors and not merely as a sureties, the obligations of the Issuer under the Securities and this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, that (a) the Issuer will make payment of the principal of and interest (including Additional Interest, if any) on the Securities will be paid in full when due, whether at the Maturity Date, by acceleration, redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder, including obligations arising under Articles III and VII hereof, will be paid in full or performed, all in accordance with the terms hereof and thereof and (b) the full performance, within applicable grace periods, of all other obligations of the Issuer under this Indenture and the Securities which may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article IX, notwithstanding any extension or renewal. Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenant that the Guarantee of such Guarantor shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each Guarantor agrees that, in the event of a default in payment of principal or interest, including contingent interest, if any, on such Security, whether at the Maturity Date of the Security, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of or by the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor's Guarantee without first proceeding against the Issuer or any date (a “Guarantee Date”)other Guarantor, if any. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the aggregate Guaranteed Principal Amount of Trustee or any Domestic Subsidiary of the Company (other than a Domestic Subsidiary Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Company that is an Excluded Subsidiary Securities, to collect interest on the Securities, or a Securitization Entity) exceeds $2.5 millionto enforce or exercise any other right or remedy with respect to the Securities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the Company will cause amount that would otherwise have been due and payable had such Domestic Subsidiary rights and remedies been permitted to execute be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and deliver to effect. Each Guarantor further agrees that as between each Guarantor, on the one hand, and the Holders and the Trustee, within 30 days after on the other hand, (x) subject to this Article IX, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantee Date Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (except as set forth y) in the proviso below)event of any acceleration of such obligation as provided in Article VI hereof, a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the payment purpose of the NotesGuarantee of such Guarantor. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, jointly and severally with dissolution or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all other Guarantors (if any) or any significant part of the Notes; provided thatIssuer's assets, if a Domestic Subsidiary that would have been required and shall, to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased fullest extent permitted by law, continue to be an Excluded Subsidiary effective or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entityreinstated, as the case may be, if at any time payment and performance of the supplemental indenture referred Securities are, pursuant to above shall applicable law, rescinded or reduced in amount, or must otherwise be delivered restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, for the purposes of the amounts due under the Guarantee, the Securities shall, to the Trustee within 30 days after the date fullest extent permitted by law, be reinstated and deemed reduced only by such Domestic Subsidiary shall have ceased amount paid and not so rescinded, reduced, restored or returned. Notwithstanding anything to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entitycontrary herein, as the case may be. Anything nothing in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary Article IX shall be required to constitute a guarantee the Notes or become a Guarantor. The by any Guarantor of any obligations of each Guarantor, if any, the Issuer under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes Securities and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Indenture.

Future Guarantees. If, on any date (The Issuers shall cause each Restricted Subsidiary that is not a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company Guarantor (other than a Domestic Subsidiary Opco) that borrows under or Guarantees the Credit Agreement, any other syndicated loan facility or any Capital Markets Indebtedness, in each case, of the Company that is an Excluded Subsidiary Issuers or a Securitization EntityGuarantor (“Guaranteed Indebtedness”) exceeds $2.5 millionto, the Company will cause such Domestic Subsidiary to within 30 days thereof, execute and deliver to the TrusteeTrustee a supplemental indenture, within 30 days after such Guarantee Date (except as in substantially the form set forth in the proviso below)Exhibit B hereto, providing for a supplemental indenture Note Guarantee by such Restricted Subsidiary pursuant to which such Domestic Restricted Subsidiary will shall unconditionally guarantee Guarantee, on a joint and several basis, the full and prompt payment of the Notesprincipal of, jointly premium, if any, and severally with interest in respect of the Notes on a senior basis and all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required obligations under this Indenture. With respect to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a any Note Guarantee by any Foreign Subsidiary shall be required pursuant to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may bethis Section 4.15, the supplemental indenture referred to above shall be delivered to set forth in Exhibit B hereto may have such changes thereto as required by the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or local law of such Foreign Subsidiary shall have become a Domestic Subsidiary that is including but not an Excluded Subsidiary or Securitization Entitylimited to limitations of such Note Guarantees under such local law, as the case may be. Anything in this Indenture provided such changes (including such limitations) apply mutatis mutandis to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of Guaranteed Indebtedness. In connection with any such supplemental indenture delivered pursuant to this Indenture will be limited as provided Section 4.15 in Section 10.03. Anything connection with any Note Guarantee by any Foreign Subsidiary, in this Indenture addition to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances requirements set forth in Section 10.059.5, the Issuer shall deliver to the Trustee an Officers’ Certificate to the effect that such Note Guarantee complies with the terms and requirements of this Section 4.15 (upon which the Trustee may exclusively and conclusively rely without any obligation to review, verify or negotiate the terms, limitations or requirements herein of such Note Guarantee).

Future Guarantees. If, on At any date time either (a “Guarantee Date”), x) in excess of 10.0% of the aggregate Guaranteed Principal Amount of any Domestic Subsidiary consolidated net assets of the Company are owned by Restricted Subsidiaries (other than a Domestic Subsidiary Foreign Subsidiaries) of the Company or (y) in excess of 10.0% of the Consolidated EBITDA of the Company is derived from Restricted Subsidiaries (other than Foreign Subsidiaries) of the Company, within 90 days of the filing of the financial statements with the Commission which indicate that either clause (x) or clause (y) above is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionapplicable, the Company will shall cause such Domestic Subsidiary Restricted Subsidiaries (other than Foreign Subsidiaries) to (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture substantially in form of Exhibit C annexed hereto pursuant to which such Domestic Restricted Subsidiary will shall become a party to this Indenture and thereby unconditionally guarantee Guarantee on an unsecured senior subordinated basis (on substantially the payment same terms as the subordination of the Notes, jointly and severally with Securities) (a “SUBSIDIARY GUARANTEE”) all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee Company’s Obligations under the Notes but for Securities and this Indenture on the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered terms set forth therein and (ii) deliver to the Trustee within 30 days after the date an Opinion of Counsel that such Domestic supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary (which opinion may be subject to customary assumptions and qualifications). Thereafter, such Restricted Subsidiary shall have ceased to (unless released in accordance with the terms of this Indenture) be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in Guarantor for all purposes of this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a GuarantorIndenture. The obligations of each Guarantor, if any, under its Subsidiary Guarantee of the Notes and under Article 10 of this Indenture a Guarantor will be limited as provided in Section 10.03. Anything in this Indenture to released upon the contrary notwithstanding, each Guarantor’s Guarantee sale or transfer of a majority of the Notes will automatically and permanently terminate and be released, all obligations capital stock of such Guarantor under its Guarantee owned directly or indirectly by the Company, provided that such sale or transfer complies with all of the Notes and terms of this Indenture will automatically and permanently terminate and Indenture, or such Guarantor becoming an Unrestricted Subsidiary in accordance with the terms of this Indenture. Each Subsidiary Guarantee will be automatically a continuing Guarantee and permanently released from will (a) remain in full force and effect until payment in full of all of its the obligations under its Guarantee covered thereby, (b) be binding upon each Guarantor and (c) inure to the benefit of and be enforceable by the Notes Trustee, the Holders and this Indenture under the circumstances set forth in Section 10.05their successors, transferees and assigns.

Future Guarantees. On the Effective Date, the Guaranteed Obligations will be guaranteed solely by each Borrower (in each case other than with respect to its own Guaranteed Obligations), the Company and each of the Effective Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Company (other than a Domestic Subsidiary of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million2,500,000, the Company will cause such Domestic Subsidiary to execute and deliver to the TrusteeAdministrative Agent, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the NotesJoinder Agreement; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes Guaranteed Obligations but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes Guaranteed Obligations because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture Joinder Agreement referred to above shall be delivered to the Trustee Administrative Agent within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. In connection therewith, the Administrative Agent and the Lenders shall have received all documentation and other information regarding such Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation. Upon execution and delivery thereof, each such Person shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. Anything in this Indenture Agreement to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations or become a Loan Guarantor. The obligations of each Guarantor, if any, Loan Guarantor under its Guarantee of the Notes and under Article 10 of this Indenture Guaranteed Obligations will be limited as provided in Section 10.03Article IX. Anything in this Indenture Agreement to the contrary notwithstanding, each a Loan Guarantor’s Guarantee of the Notes Guaranteed Obligations will automatically and permanently terminate and be released, all other obligations of such Loan Guarantor under its Guarantee of the Notes and this Indenture Agreement will automatically and permanently terminate and such Loan Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture Guaranteed Obligations under the circumstances set forth in Section 10.059.08. Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including such actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.

Future Guarantees. (a) If, on after the Issue Date, (i) any date Wholly-Owned Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then the Company or a “Guarantee Date”), the aggregate Guaranteed Principal Amount of Guarantor guarantees or incurs any Domestic Subsidiary other Indebtedness under either of the Company (other than a Domestic Subsidiary Senior Credit Agree- ments or guarantees or incurs any capital markets Indebtedness of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionParent, the Company will or any of its Restricted Sub- sidiaries with an aggregate principal amount in excess of $400.0 million (“ Capital Markets Debt ”) or (ii) the Com- pany otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company shall cause such Domestic Restricted Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Inden- ture (in substantially the form of Exhibit F hereto) pursuant to which such Domestic Restricted Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture and shall provide a Note Guarantee by such Restricted Subsidiary on the payment same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and execute and deliver to the Trustee joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Notes, jointly and severally with all other Guarantors (if any) hold- ers of the NotesNotes in the Collateral of such Restricted Subsidiary; provided that, if a Domestic Subsidiary that would have been required in the case of clause (a), such supple- mental indenture, joinders to guarantee the Notes but for the fact that it was an Excluded Subsidiary Security Documents or a Securitization Entity new Security Documents together with any other such fil- ings and agreements shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days after 20 Business Days following the date that such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity Indebtedness under the applicable Senior Credit Agreement or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary Capital Markets Debt has been guaranteed or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded incurred by such Restricted Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its . (b) Each Note Guarantee of the Notes and under Article 10 of this Indenture will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as provided it relates to such Restricted Sub- sidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affect- ing the rights of creditors generally. (c) Each Note Guarantee shall be released upon the terms and in Section 10.03accordance with the provisions of Article 10. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.-83-

Future Guarantees. (a) If, on after the Issue Date, (i) any date Wholly-Owned Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then the Company or a “Guarantee Date”), the aggregate Guaranteed Principal Amount of Guarantor guarantees or incurs any Domestic Subsidiary other Indebtedness under either of the Company (other than a Domestic Subsidiary Senior Credit Agreements or guarantees or incurs any capital markets Indebtedness of the Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionParent, the Company will or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $400.0 million (“Capital Markets Debt”) or (ii) the Company otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Company shall cause such Domestic Restricted Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Indenture (in substantially the form of Exhibit F hereto) pursuant to which such Domestic Restricted Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture and shall provide a Note Guarantee by such Restricted Subsidiary on the payment of same terms and conditions as those set forth in this Indenture and applicable to the Notes, jointly and severally with all other Guarantors (if any) of the NotesGuarantors; provided that, if a Domestic Subsidiary that would have been required to guarantee in the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity case of clause (a), such supplemental indenture, together with any other agreements shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days after 20 Business Days following the date that such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity Indebtedness under the applicable Senior Credit Agreement or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary Capital Markets Debt has been guaranteed or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded incurred by such Restricted Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its . (b) Each Note Guarantee of the Notes and under Article 10 of this Indenture will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as provided 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 Note Guarantee shall be released upon the terms and in Section 10.03. Anything in this Indenture to accordance with the contrary notwithstanding, each Guarantor’s Guarantee provisions of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Article 10.

Future Guarantees. If, on If the Company or any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary that is not a Guarantor, or if the Company (other than a Domestic Subsidiary or any of the Company that is an Excluded Restricted Subsidiaries shall organize, acquire or otherwise invest in another Restricted Subsidiary or having total assets with a Securitization Entity) exceeds book value in excess of $2.5 1 million, the Company will cause then such Domestic transferee or acquired or other Restricted Subsidiary to shall (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary will shall unconditionally guarantee the payment all of the NotesCompany’s obligations under the Securities and this Indenture on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, jointly executed and severally 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. Notwithstanding the foregoing, the following Restricted Subsidiaries shall not be required to become Guarantors under this Indenture: (i) DR Exploration; (ii) any Restricted Subsidiary formed or acquired in connection with all other Guarantors Related Business Investments made by the Company or any of the Restricted Subsidiaries pursuant to clause (if anyiii) of the Notes; provided that, if a Domestic definition of “Permitted Investment” and (iii) any Restricted Subsidiary that would have been required which is not permitted by law to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Indenture.

Future Guarantees. If, on after the Issue Date, (a) any date (a “Guarantee Date”), the aggregate Guaranteed Principal Amount of any Domestic Subsidiary of the Company Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Securitization Entity and any Excluded Subsidiary) that is not then a Guarantor guarantees or incurs any Indebtedness under the ABL Credit Agreement or guarantees any other than a Domestic Subsidiary capital markets debt Indebtedness of the Company Issuer or another Guarantor that is an Excluded in excess of $250.0 million or (b) the Issuer otherwise elects to have any Restricted Subsidiary or become a Securitization Entity) exceeds $2.5 millionGuarantor, then, in each such case, the Company will Issuer shall cause such Domestic Restricted Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Indenture pursuant to which such Domestic Restricted Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture providing for a Note Guarantee by such Restricted Subsidiary on the payment of same terms and conditions as those set forth in this Indenture and applicable to the Notes, jointly and severally with all other Guarantors (if any) of the NotesGuarantors; provided that, if a Domestic Subsidiary that would have been required to guarantee in the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity case of clause (a), such supplemental indenture shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days 20 Business Days of the date that such Indebtedness under the ABL Credit Agreement has been guaranteed or incurred by such Restricted Subsidiary. Each Person that becomes a Guarantor after the date such Domestic Subsidiary Issue Date shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have also become a Domestic Subsidiary that is not an Excluded Subsidiary party to the applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust and other related real estate deliverables (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or Securitization Entityon the date first delivered in the case of Collateral delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the case Notes Collateral Agent a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Collateral, as security for such Guarantor’s Note Guarantee and as may be. Anything in this Indenture be necessary to have such property or assets added to the contrary notwithstandingCollateral as required under the Security Documents and this Indenture, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor, if any, under its Guarantee of the Notes and under Article 10 thereupon all provisions of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture relating to the contrary notwithstanding, each Guarantor’s Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Note Guarantee shall be released upon the terms and in accordance with the provisions of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Article 10 hereof.

Future Guarantees. IfAny Person that becomes a Guarantor, jointly and severally, fully, unconditionally and irrevocably guarantees as primary obligors and not merely as a sureties, the obligations of the Issuer under the Securities and this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, that (a) the Issuer will make payment of the principal of and interest (including Additional Interest, if any) on the Securities will be paid in full when due, whether at the Maturity Date, by acceleration, redemption or otherwise (including, without limitation, the amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder, including obligations arising under Articles III and VII hereof, will be paid in full or performed, all in accordance with the terms hereof and thereof and (b) the full performance, within applicable grace periods, of all other obligations of the Issuer under this Indenture and the Securities which may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article X, notwithstanding any extension or renewal. Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenant that the Guarantee of such Guarantor shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each Guarantor agrees that, in the event of a default in payment of principal or interest, including contingent interest, if any, on such Security, whether at the Maturity Date of the Security, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of or by the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce such Guarantor's Guarantee without first proceeding against the Issuer or any date (a “Guarantee Date”)other Guarantor, if any. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the aggregate Guaranteed Principal Amount of Trustee or any Domestic Subsidiary of the Company (other than a Domestic Subsidiary Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Company that is an Excluded Subsidiary Securities, to collect interest on the Securities, or a Securitization Entity) exceeds $2.5 millionto enforce or exercise any other right or remedy with respect to the Securities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the Company will cause amount that would otherwise have been due and payable had such Domestic Subsidiary rights and remedies been permitted to execute be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and deliver to effect. Each Guarantor further agrees that as between each Guarantor, on the one hand, and the Holders and the Trustee, within 30 days after on the other hand, (x) subject to this Article X, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantee Date Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (except as set forth y) in the proviso below)event of any acceleration of such obligation as provided in Article VI hereof, a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the payment purpose of the NotesGuarantee of such Guarantor. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, jointly and severally with dissolution or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all other Guarantors (if any) or any significant part of the Notes; provided thatIssuer's assets, if a Domestic Subsidiary that would have been required and shall, to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased fullest extent permitted by law, continue to be an Excluded Subsidiary effective or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entityreinstated, as the case may be, if at any time payment and performance of the supplemental indenture referred Securities are, pursuant to above shall applicable law, rescinded or reduced in amount, or must otherwise be delivered restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, for the purposes of the amounts due under the Guarantee, the Securities shall, to the Trustee within 30 days after the date fullest extent permitted by law, be reinstated and deemed reduced only by such Domestic Subsidiary shall have ceased amount paid and not so rescinded, reduced, restored or returned. Notwithstanding anything to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entitycontrary herein, as the case may be. Anything nothing in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary Article X shall be required to constitute a guarantee the Notes or become a Guarantor. The by any Guarantor of any obligations of each Guarantor, if any, the Issuer under its Guarantee of the Notes and under Article 10 of this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all obligations of such Guarantor under its Guarantee of the Notes Securities and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Indenture.