Common use of Future Guarantors Clause in Contracts

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another The Company and each Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created each Subsidiary to become that is not already a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of other than any other Indebtedness Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the Company or date on which such Person became such a Guarantor of the type specified under clauses Subsidiary, (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a supplemental indenture in the form attached as Exhibit D hereto Guaranty Supplemental Indenture pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all Guarantee payment of the Company’s Obligations under this Indenture and the Notes Securities on the same terms and conditions as those set forth in this Indenture; Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and (2ii) deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee as to the authorization, execution and delivery by such Subsidiary of such Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary of this Indenture (including the Note Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Notes, Securities on the same terms and conditions as those set forth in this Indenture and a perfected security interest (subject to Permitted Liens and joinder to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; Agency and Intercreditor Agreement and (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel that (i) such supplemental indenture satisfactory to the Trustee as to the authorization, execution and any other documents required to be delivered have been duly authorized, executed and delivered delivery by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary Guaranty Supplemental Indenture and (ii) such joinder and the Security Documents to which validity and enforceability against such Subsidiary is a party create a valid perfected Lien on of this Indenture (including the Note Guarantee of such Subsidiary) and the Collateral covered thereby to the extent permitted under applicable lawAgency and Intercreditor Agreement. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. The Company will cause each Restricted Subsidiary that is not then an Issuer or a Subsidiary Guarantor, that (a) If the Parent Guarantor or Incurs any Indebtedness under any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DatePark Credit Agreements, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) and/or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Company Issuers or a any Subsidiary Guarantor under any of the type specified under clauses (1Park Credit Agreements, any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or (2) any Capital Markets Indebtedness of the definition of “Indebtedness”)Issuers or any other Subsidiary Guarantor, at which time such Subsidiary shall: (1) to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form attached as of Exhibit D hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on become a senior basis, all of the Company’s Obligations Subsidiary Guarantor under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, providing for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.18 will not be expected applicable to give rise to or result in (i) any liability for the officers, directors or shareholders Guarantee of such any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or (ii) any significant costin contemplation of, expensesuch Person becoming a Restricted Subsidiary. Notwithstanding the foregoing, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Note Guarantee by a Subsidiary Guarantor or that is a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesCompany will be automatically released pursuant to Section 10.05 hereof.

Future Guarantors. (a) If on or after the Parent Issue Date (1) a Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor Guarantees the Credit Agreement, or (2) the Issuer or any of its Restricted Subsidiaries acquires or creates another a Wholly Owned Domestic Subsidiary after (other than an Immaterial Subsidiary) and such Wholly Owned Domestic Subsidiary Guarantees the Issue DateCredit Agreement, then then, in each case, the Parent Guarantor Issuer shall cause such newly acquired or created Wholly Owned Domestic Subsidiary to become a Guarantor and execute and deliver (in within five Business Days of guaranteeing the event that such Subsidiary provides Credit Agreement or becoming a guarantee of any other Indebtedness of Wholly Owned Domestic Subsidiary, as the Company or a Guarantor of case may be) to the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee a supplemental indenture substantially in the form attached as of Exhibit D hereto C hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally guaranteeGuarantee, on a senior basisjoint and several basis with the other Guarantors, all the full and prompt payment of the Company’s Obligations under this Indenture principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on the terms set forth in a senior basis and all other obligations under this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding The Issuer shall not permit any Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee the foregoingCredit Agreement unless such Wholly Owned Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto, any Guarantee pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically on a senior basis and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of all other obligations under this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will shall be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result released in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including accordance with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.Article X.

Future Guarantors. (a) If The Parent shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Parent Guarantor Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then Guarantors to execute and deliver to the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute First Lien Trustee a supplemental indenture substantially in the form attached as of Exhibit D C hereto pursuant to which such Wholly Owned Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all of will guarantee the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawGuaranteed Obligations. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Guarantor, voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally) generally or other considerations under any applicable mandatory corporate law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) resulting in any significant costbreach of corporate benefit, expensefinancial assistance, liability fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or obligation the laws or regulations (including with respect or analogous restrictions) of any Taxes, but excluding applicable jurisdiction or any reasonable similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or similar fee payable may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the Parent Guarantor or a Restricted Subsidiary officers of the Parent Guarantorapplicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) other than reasonable out risk to the officers of pocket expensesthe applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”).

Future Guarantors. (a) If on or after the Parent Issue Date (1) a Domestic Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor Guarantees the Credit Agreement, or (2) the Company or any of its Restricted Subsidiaries acquires or creates another a Domestic Subsidiary after (other than an Immaterial Subsidiary) and such Domestic Subsidiary Guarantees the Issue DateCredit Agreement, then then, in each case, the Parent Guarantor shall Company shall, subject to applicable Gaming Laws, cause such newly acquired or created Domestic Subsidiary to become a Guarantor and execute and deliver (in within five Business Days of guaranteeing the event that such Subsidiary provides Credit Agreement or becoming a guarantee of any other Indebtedness of Domestic Subsidiary, as the Company or a Guarantor of case may be) to the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee and Agent a supplemental indenture substantially in the form attached as of Exhibit D hereto B hereto, pursuant to which such Domestic Subsidiary shall unconditionally guaranteeGuarantee, on a senior basisjoint and several basis with the other Guarantors, all the full and prompt payment of the Company’s Obligations under this Indenture principal of, premium, if any, interest and Additional Interest, in respect of the Notes on the terms set forth in a senior basis and all other obligations under this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding The Company shall not permit any Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee the foregoingCredit Agreement unless such Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and delivers to the Trustee and Agent a supplemental indenture substantially in the form of Exhibit B hereto, any Guarantee pursuant to which such Domestic Subsidiary shall, subject to applicable Gaming Laws, unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically on a senior basis and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of all other obligations under this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will shall be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result released in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including accordance with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.Article X.

Future Guarantors. (a) If The Issuer will cause any Restricted Subsidiary (other than an Excluded Subsidiary) of the Parent Guarantor or Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries acquires as determined in accordance with IFRS, or creates another Subsidiary after (B) for the Issue Datepreceding twelve-month period measured as of the end of a fiscal quarter, then individually represents at least 10% of the Parent Guarantor shall cause such newly acquired or created Subsidiary Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) and execute a supplemental indenture in and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the form attached as Exhibit D hereto last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to which such Subsidiary shall unconditionally guaranteethe preceding sentence, on a senior basisand (ii) with respect to (B) above, all for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Company’s Obligations under this Indenture Consolidated Adjusted EBITDA of the Issuer and the Notes on the terms set forth in this Indenture; (2) its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Security Agent and/or Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit case of the Trustee and the holders last fiscal quarter of the Noteseach fiscal year), a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Restricted Subsidiaries will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary is as a party create a valid perfected Lien on Non-Guarantor Subsidiary (including without limitation any entity referred to in the Collateral covered thereby proviso to the extent permitted under applicable lawfirst sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraph. (b) Notwithstanding The obligations of each Guarantor will be limited to the foregoingmaximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any Guarantee collections from or payments made by or on behalf of any other Guarantor in respect of the Notes created obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the provisions described in paragraph (a) above may provide by obligations of such Guarantor under its terms that it will Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be automatically and unconditionally released and discharged upon: (1) (significantly less than amounts payable with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’sNotes, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesGuarantor may have effectively no obligation under its Note Guarantee.

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after After the Issue Date, then the Parent Guarantor shall Issuer will cause each domestic Restricted Subsidiary (other than (i) any Excluded Subsidiary and (ii) any Restricted Subsidiary prohibited from providing a Guarantee by any agreement governing Non-Recourse Indebtedness (or the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is the borrower (or the direct parent of the borrower) under any Non-Recourse Indebtedness), any joint venture agreement or the terms of any Co-investment Vehicle or any separate account or investment program managed, operated or sponsored by an Investment Subsidiary) to execute and deliver to the Trustee a Guaranty Agreement pursuant to which such newly acquired or created domestic Restricted Subsidiary to become a Guarantor (will Guarantee payment of the Notes on the same terms and conditions as those set forth in the event that such Indenture. A Restricted Subsidiary provides required to provide a guarantee Guaranty Agreement shall execute a Guaranty Agreement in the form of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as of Exhibit D C hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) to the Trustee to the effect such the supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such Restricted Subsidiary and constitute legal, valid, constitutes a valid and binding and enforceable Obligations obligation of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoingRestricted Subsidiary, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by enforceable against such Restricted Subsidiary in accordance with its terms (including any deemed release upon payment in full subject to customary exceptions). For the avoidance of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Companydoubt, the Parent Guarantor or Issuer may, in its sole discretion, but is not required to, cause any Excluded Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) to execute and deliver to the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment Trustee a Guaranty Agreement. Notwithstanding anything to the contrary set forth above in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in this Section 11.08 hereof. (c) Each additional Note Guarantee 4.09, this Section 4.09 will be limited as necessary subject to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses4.16.

Future Guarantors. (a) If The Issuer shall cause each Restricted Subsidiary that Guarantees any Indebtedness of the Parent Guarantor Issuer or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become Guarantors (excluding a Guarantor (in the event that such Subsidiary provides a guarantee Guarantee of any other Indebtedness of the Company or a Non-Guarantor of the type specified under clauses (1Restricted Subsidiary issued by a Non-Guarantor Restricted Subsidiary) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged Supplemental Indenture pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Restricted Subsidiary is shall unconditionally Guarantee, on a party create a valid perfected Lien joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Collateral covered thereby to the extent permitted Notes on a senior or pari passu basis and all other obligations under applicable lawthis Indenture. (b) Notwithstanding Section 4.11(a), in the foregoingevent any Guarantor is released and discharged in full from all of its obligations under Guarantees of (1) each Credit Agreement and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries, any then the Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will such Guarantor shall be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by discharged; provided that such Restricted Subsidiary (including has not incurred any deemed release upon payment Indebtedness or issued any Preferred Stock in full of all reliance on its status as a Guarantor under Section 4.03 unless such Guarantor’s obligations under such Debt other than Indebtedness or Preferred Stock, as a result of payment under such guarantee)the case may be, at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment so incurred are satisfied in full of all obligations and discharged or are otherwise permitted under such Debt other than as a result of payment under such guarantee); or (2) the release one of the Guarantees on exceptions available at the terms and conditions and in the circumstances described in time of such release to Restricted Subsidiaries under Section 11.08 hereof4.03(b). (c) Each additional Note Guarantee will shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor Each Guarantee shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result released in (i) any liability for the officers, directors or shareholders accordance with Article Ten of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Indenture.

Future Guarantors. Each Restricted Subsidiary of the Company organized under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia that is required to Guarantee the Notes (aand thereby become a Guarantor) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor Date pursuant to Section 4.17 shall cause such newly acquired or created Subsidiary to become a Guarantor promptly (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1i) execute and deliver to the Trustee a supplemental indenture indenture, in substantially the form attached hereto as Exhibit D hereto D, pursuant to which such Restricted Subsidiary shall unconditionally guaranteeGuarantee, on a senior secured basis, all of the Company’s Obligations under this Indenture and the Notes on upon the terms set forth in this Indenture; Indenture and (2ii) execute and deliver to the Security Collateral Agent and/or a joinder agreement to each of the Intercreditor Agent (as applicable) such amendments or supplements to the applicable Security Documents necessary in order to grant to defining the Security Agent, for the benefit terms of the Trustee security interests that secure payment and the holders performance when due of the Notes, a and take all actions required by the Security Documents to cause the Note Liens created thereunder to be duly perfected security interest (subject to Permitted Liens and to the extent permitted under in accordance with applicable law) , including the execution and delivery of other applicable Security Documents and the filing of financing statements in the Collateral owned by jurisdictions of incorporation or formation of such Subsidiary Guarantor required to be pledged pursuant to and where such Guarantor’s assets are located. Concurrently with the Security Documents; (3) take execution and delivery of such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trusteesupplemental indenture, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) Company shall deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that (i) such supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such Subsidiary Guarantor and constitute legal, valid, that such supplemental indenture is a legally valid and binding and enforceable Obligations obligation of such Subsidiary and (ii) the Security Documents to which Guarantor, enforceable against such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described Guarantor in paragraph (a) above may provide by accordance with its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect and/or to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary matters as the Trustee may reasonably request (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guaranteesubject to customary exceptions, assumptions and qualifications); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If The Parent shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Parent Guarantor Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then Guarantors to execute and deliver to the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Second Lien Trustee a supplemental indenture substantially in the form attached as of Exhibit D C hereto pursuant to which such Wholly Owned Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all of will guarantee the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawGuaranteed Obligations. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Guarantor, voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally) generally or other considerations under any applicable mandatory corporate law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) resulting in any significant costbreach of corporate benefit, expensefinancial assistance, liability fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or obligation the laws or regulations (including with respect or analogous restrictions) of any Taxes, but excluding applicable jurisdiction or any reasonable similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or similar fee payable may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the Parent Guarantor or a Restricted Subsidiary officers of the Parent Guarantorapplicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) other than reasonable out risk to the officers of pocket expensesthe applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”).

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor The Issuer shall cause such newly acquired or created each Restricted Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness which Guarantees obligations of the Company Issuer or another guarantor under, or is a Guarantor of the type specified under clauses borrower or obligor under, any Credit Facility (1) or (2) of the definition of “Indebtedness”other than Designated SPE Debt), at which time such Subsidiary shall: syndicated loan facility, capital markets debt or similar Indebtedness (1collectively, “Guarantor Obligation Debt”) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or Trustee a supplemental indenture to this Indenture substantially in the Intercreditor Agent (as applicable) form of Exhibit B attached hereto within 30 days after the giving of such amendments Guarantee of, or supplements becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee which such Restricted Subsidiary shall irrevocably and the holders of the Notes, a perfected security interest unconditionally (subject to Permitted Liens the customary release provisions described below) Guarantee, on a joint and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trusteeseveral basis, the Security Agent or full and prompt payment of the Intercreditor Agent to give effect to principal of, premium, if any, and interest in respect of the foregoing; and (4) deliver to the Trustee, the Security Agent Notes on a senior basis and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any all other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted obligations under applicable law. (b) this Indenture. Notwithstanding the foregoing, any if a Subsidiary Guarantor is released and discharged in full from its Guarantee of the Notes created pursuant to the provisions described in paragraph or obligations under such Guarantor Obligation Debt (a) above may provide by its terms and is not then a guarantor of, or obligor or borrower under, other Guarantor Obligation Debt such that it will would be required to provide a Note Guarantee under this Section 4.16(a)), then the Note Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon:discharged. (1b) (with respect to any The Note Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) shall be released in accordance with the holders provisions of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guaranteeSection 10.06(a); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary The Issuer at any time at its sole option may cause any Non-Guarantor to recognize certain defences generally available become a Subsidiary Guarantor by executing a supplemental indenture to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Indenture.

Future Guarantors. The Issuer shall cause: (a) If any future Restricted Subsidiary to provide a Guarantee of the Parent Guarantor or any of Notes immediately upon becoming a Restricted Subsidiary, unless the Issuer’s and its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness Subsidiaries’ proportionate share of the Company total assets (after intercompany eliminations) of such Restricted Subsidiary plus those of every other Restricted Subsidiary that does not Guarantee the Notes is equal to or a Guarantor less than 5% of the type specified under clauses (1) or (2) total assets of the definition of “Indebtedness”)Issuer and its Restricted Subsidiaries, at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached consolidated as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit end of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoingmost recently completed fiscal year; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (ib) such supplemental indenture and any other documents required additional Restricted Subsidiaries immediately to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee provide Guarantees of the Notes created pursuant to as shall cause the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders non-Guarantor Restricted Subsidiaries’ share of the Company’s, total assets (after inter-company eliminations) of the Parent Guarantor’s or Issuer and the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other Guarantors to be equal to or less than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release 5% of the Guarantees on total assets of the terms Issuer and conditions its Restricted Subsidiaries, consolidated as of the end of the most recently completed fiscal year, if at any time the Issuer’s and in its Restricted Subsidiaries’ proportionate share of the circumstances described in Section 11.08 hereof. total assets (cafter intercompany eliminations) Each additional Note of the Restricted Subsidiaries that do not Guarantee will be limited the Notes is more than 5% of the total assets of the Issuer and its Restricted Subsidiaries, consolidated as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transferof the end of the most recently completed fiscal year. The Issuer, voidable preferencehowever, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such any Restricted Subsidiary to Guarantee become a Subsidiary Guarantor if the Notes to the extent that such Guarantee provision by such Restricted Subsidiary of a Guarantee would reasonably be expected to give rise to or result in (i) any liability for violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation Issuer (including with respect of any Taxes, but excluding any reasonable guarantee “whitewash” or similar fee payable procedures that would be required in order to enable such Guarantee to be provided in accordance with applicable law). Any Guarantee provided pursuant to this Section 10.09 shall be on the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable same terms as are set out of pocket expensesin Section 10.01 to Section 10.08 hereof.

Future Guarantors. (a) If The Parent shall cause each of its Wholly Owned Restricted Subsidiaries that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Parent Guarantor Credit Agreement or that guarantees any other Capital Markets Indebtedness of the Parent, an Issuer or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then Guarantors to execute and deliver to the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee a supplemental indenture substantially in the form attached as of Exhibit D C hereto pursuant to which such Wholly Owned Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all of will guarantee the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawGuaranteed Obligations. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Guarantor, voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally) generally or other considerations under any applicable mandatory corporate law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) resulting in any significant costbreach of corporate benefit, expensefinancial assistance, liability fraudulent preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or obligation the laws or regulations (including with respect or analogous restrictions) of any Taxes, but excluding applicable jurisdiction or any reasonable similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or similar fee payable may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the Parent Guarantor or a Restricted Subsidiary officers of the Parent Guarantorapplicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) other than reasonable out risk to the officers of pocket expensesthe applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”).

Future Guarantors. The Parent and the Company shall cause each Person that becomes a Domestic Restricted Subsidiary (aother than a Securitization Subsidiary) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after following the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary Date to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or Trustee a Guarantee at the Intercreditor Agent (as applicable) time such amendments Person becomes a Domestic Restricted Subsidiary. In addition, the Parent and the Company will cause each of its respective existing non-Guarantor Subsidiaries and each of its respective Foreign Restricted Subsidiaries created or supplements acquired after the Issue Date which has guaranteed or which guarantees any Debt of the Parent or any of its Domestic Restricted Subsidiaries, to execute and deliver to the Security Documents necessary in order Trustee a Guarantee pursuant to grant to the Security Agent, for the benefit which such non-Guarantor Subsidiary or Foreign Restricted Subsidiary will guarantee payment of the Trustee Company's obligations under the Notes on the same terms and conditions as set forth in the holders guarantee of such other Debt of the Parent or any Domestic Restricted Subsidiary given by such non-Guarantor Subsidiary or Foreign Restricted Subsidiary; PROVIDED that if such Debt is by its express terms subordinated in right of payment to the Notes, a perfected security interest (subject any such guarantee of such non-Guarantor Subsidiary or Foreign Restricted Subsidiary with respect to Permitted Liens and such Debt will be subordinated in right of payment to such non-Guarantor Subsidiary's or Foreign Restricted Subsidiary's Guarantee with respect to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant Notes substantially to the Security Documents; (3) take same extent as such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect Debt is subordinated to the foregoingNotes; and (4) deliver to the TrusteePROVIDED, the Security Agent and the Intercreditor Agent an Opinion of Counsel FURTHER, HOWEVER, that (i) any such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may shall also provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) upon the release or discharge of such guarantee of payment of such other Debt (except a discharge by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If any Restricted Subsidiary of the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become Company that is not a Guarantor (the “New Guarantor”) (i) Guarantees, assumes or in the event that such Subsidiary provides a guarantee of any other manner becomes liable with respect to Indebtedness of the Company or a any Guarantor of (the type specified under clauses (1“Other Indebtedness”) or (2ii) of the definition of acquires, owns or otherwise holds a direct ownership interest in any assets that constitute Collateral (a “IndebtednessCollateral Event”), at which time such Subsidiary shall: (1) then the Company shall and shall cause the New Guarantor to, within ten Business Days of the date of the New Guarantor’s Guarantee or assumption of the Other Indebtedness or occurrence of a Collateral Event, execute and deliver to the Trustee and the Collateral Agent a supplemental indenture substantially in the form attached as of Exhibit D attached hereto pursuant to which such Subsidiary the New Guarantor shall unconditionally guarantee, on become a senior basis, all Guarantor and Guarantee the obligations of the Company’s Obligations Company under this Indenture and the Notes (i) in the case of a New Guarantor that holds direct ownership interests in assets that constitute Collateral, on a senior secured basis and (ii) in the terms set forth case of a New Guarantor that does not hold direct ownership interests in this Indenture; assets that constitute Collateral, on a senior unsecured basis, and take such action (2) execute and deliver or agree to take such action, subject to the Security Agent and/or the Intercreditor Agent (time period for granting Liens on additional Collateral in accordance with Article 11 hereof) as applicable) may be reasonably necessary to cause any property or assets that constitute Collateral owned by such amendments or supplements New Guarantor to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (be subject to Permitted Notes Liens in the manner and to the extent permitted required under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as . If a New Guarantor does not own or otherwise may be reasonably requested by hold a direct ownership interest in any Collateral, upon the Trusteerelease, the Security Agent termination or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee satisfaction of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent New Guarantor’s Guarantee or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full assumption of all obligations under such Debt Other Indebtedness (other than a release, termination or satisfaction as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(aGuarantee), the Parent New Guarantor’s Subsidiary Guarantee shall automatically be released and terminated. Upon request of the New Guarantor, the Trustee shall provide written evidence of such release and termination. The Subsidiary Guarantee of any Guarantor that is not a New Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee released and terminated upon written notice from the Notes Company to the extent that Trustee if, at the time of such Guarantee by notice, such Restricted Subsidiary would reasonably be expected have no obligation to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted become a Guarantor under this covenant. The Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect Guarantee of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) will also be released in other than reasonable out of pocket expensescircumstances in accordance with Article 12 hereof.

Future Guarantors. (a) If the Parent Guarantor Company organizes or acquires any of its Domestic Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateDate (each a "New Domestic Restricted Subsidiary") that, then after giving pro forma effect to the Parent Guarantor shall cause acquisition or organization of such newly acquired New Domestic Restricted Subsidiary or created Subsidiaries (if applicable), together with each other New Domestic Restricted Subsidiary to become a Guarantor (in of the event that such Subsidiary provides a guarantee Company, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of any other Indebtedness the total consolidated assets, as of the end of the most recently completed fiscal quarter for which financial statements are available, or total Consolidated EBITDA, for the most recent preceding 4 fiscal quarters for which financial statements are available, of the Company or a Guarantor of and its Restricted Subsidiaries, the type specified under clauses Company shall: (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2i) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements Trustee a supplemental indenture in form reasonably satisfactory to the Security Documents necessary in order Trustee pursuant to grant to the Security Agent, for the benefit which each such New Domestic Restricted Subsidiary shall unconditionally guarantee all of the Trustee Company's obligations under the Securities and the holders of the Notes, a perfected security interest this Indenture; (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable Obligations obligation of such Subsidiary New Domestic Restricted Subsidiary; and (iiiii) the Security Documents cause each New Domestic Restricted Subsidiary to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby promptly execute and deliver to the extent permitted under applicable lawTrustee a Subsidiary Guarantee. (b) Notwithstanding Following the foregoing, execution and delivery of a Subsidiary Guarantee by any Guarantee New Domestic Restricted Subsidiary of the Notes created Company pursuant to the provisions described in paragraph clause (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) Section 4.21, the release Company and each New Domestic Restricted Subsidiary subsequently acquired or organized by the holders Company shall comply with clauses (i)-(iii) of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (aSection 4.21(a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary After the execution of a supplemental indenture pursuant to recognize certain defences generally available to guarantors clause (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generallya) or other considerations under applicable law. Notwithstanding (b) of this Section 4.17(a)4.21, the Parent Guarantor shall not be obligated to cause each such New Domestic Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably party thereto shall be expected to give rise to or result in (i) any liability a Guarantor for the officers, directors or shareholders all purposes of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Indenture.

Future Guarantors. (a) If Upon the Parent Guarantor or any consummation of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateAcquisition, then the Parent Guarantor Issuer shall cause such newly acquired or created Subsidiary the SD Guarantor to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2i) execute and deliver to the Security Agent and/or Trustee a supplemental indenture, pursuant to which the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit SD Guarantor shall Guarantee payment of the Trustee Notes on the same terms and the holders of the Notesconditions as those set forth in this Indenture, a perfected security interest and (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture complies with the requirements of this Section 4.11 and has been duly authorized, executed and delivered by the SD Guarantor and constitutes a legal, valid, binding and enforceable obligation of the SD Guarantor. (b) The Issuer shall not cause or permit (a) any of its Wholly Owned Subsidiaries to Guarantee any Credit Facility Indebtedness or capital markets debt securities of the Issuer or any Guarantor or (b) any of its Restricted Subsidiaries (other documents required than a Foreign Subsidiary or a CFC Holdco) to be delivered have Incur (other than any Guarantee) Credit Facility Indebtedness or capital markets debt securities (for the avoidance of doubt, other than the Convertible Notes), in each case, unless such Subsidiary is a Guarantor or within 30 days thereof executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement has been duly authorized, executed and delivered by such Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable Obligations obligation of such Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Restricted Subsidiary and (ii) the Security Documents that is not otherwise required to be a Guarantor to become a Guarantor, in which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by case such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated required to cause such Restricted Subsidiary to Guarantee comply with the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result 30-day period described in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Section 4.11.

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor The Company shall cause such newly acquired or created each Subsidiary of the Company that is required to become a Guarantor (in guarantee any series of the event that such Subsidiary provides Guarantee Triggering Notes, within 90 days of the date on which the Company becomes required to deliver a guarantee of any series of Subsidiary Guarantee Triggering Notes pursuant to the applicable indenture governing such Subsidiary Guarantee Triggering Notes, to execute and deliver to the Trustee a supplemental indenture to the Indenture in substantially the same form as Exhibit B hereto and with such other Indebtedness of the Company or a terms as shall be substantially consistent with any guarantee by such Guarantor of the type specified Subsidiary Guarantee Triggering Notes. (b) The Guarantee of a Guarantor will be automatically released: (1) upon the sale or other disposition (including by way of consolidation or merger) of a Guarantor; (2) upon the sale or disposition of all or substantially all the assets of a Guarantor; (3) at such time as such Guarantor is no longer a guarantor of any series of Subsidiary Guarantee Triggering Notes; (4) upon the defeasance of the Notes, as provided under clauses Article 9; or (5) as described under Article 8, in the case of clause (1) or (2) ), other than to the Company or a Subsidiary of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached Company and as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in permitted by this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note If the Guarantee will of any Guarantor is deemed to be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance released or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a)is automatically released, the Parent Company shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the written request of the Company, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, which may be subject to customary exceptions and qualifications, each stating that all conditions provided for in this Indenture to the release of such Guarantor have been complied with, the Trustee shall execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee (it being understood that the failure to obtain any such instrument shall not be obligated impair any automatic release pursuant to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesSection 4.05(b)).

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after After the Issue Date, then the Parent Guarantor shall Company will cause such newly acquired or created each Restricted Subsidiary to become other than a Guarantor (in the event Foreign Subsidiary that such Subsidiary provides a guarantee of does not Guarantee any other Indebtedness of the Company or any Restricted Subsidiary created, designated or acquired by the Company or one or more of its Restricted Subsidiaries, to execute and deliver to the Trustee a Subsidiary Guarantee, in the form of a supplemental indenture substantially in the form of Exhibit C hereto, pursuant to which such Subsidiary will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any and interest on the Securities on a senior secured basis and all other obligations of the Company hereunder. In addition, the Company will cause such Restricted Subsidiary to become a party to the applicable Collateral Documents and the Intercreditor Agreement and take such actions necessary or advisable to grant to the Collateral Agent, for the benefit of itself and the Holders of the Securities, a perfected security interest in any Collateral held by such Restricted Subsidiary, subject to Permitted Liens. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Working Capital Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantee shall be released in accordance with Article X. (b) After the Issue Date, in the event that Holdings Guarantees any Indebtedness of the Company or any Restricted Subsidiary (other than the Company’s 9¾% Senior Secured Notes due 2010) or grants a Lien on any of its property or assets (other than Liens of the type specified under described in clauses (12) or through (219) of the definition of “IndebtednessPermitted Liens”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant Company will cause Holdings to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or Trustee a Guarantee pursuant to which Holdings will unconditionally Guarantee, on a joint and several basis with the Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any and interest on the Securities on a senior secured basis. Any such Guarantee of Holdings will be secured by a Lien on all the property and assets of Holdings, including all of the Capital Stock of the Company owned by Holdings, and all such property and assets shall become First Priority Collateral, with a Lien ranking senior to any other Lien on such property and assets, subject to Permitted Liens. In such an event the Company will cause Holdings to become a party to the applicable Collateral Documents and the Intercreditor Agent (as applicable) Agreement and take such amendments actions necessary or supplements to the Security Documents necessary in order advisable to grant to the Security Collateral Agent, for its benefit and the benefit of the Trustee and the holders Holders of the NotesSecurities, a perfected security interest in any Collateral held by Holdings. In the event that Holdings is released and discharged in full from all of its obligations under its Guarantees of any other Indebtedness and all other Liens on its property and assets (subject to other than Liens of the type described in clauses (2) through (19) of the definition of “Permitted Liens Liens”) are released and to the extent permitted discharged in full, then Holdings will be released from its obligations under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged any Guarantee entered into pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trusteepreceding paragraph, this Indenture, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the TrusteeRegistration Rights, the Security Agent Collateral Documents to which it is a party and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawAgreement. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If Subject to the Parent Guarantor or any of its Restricted Subsidiaries requirements to provide certain guarantees within the 60 Day Post-Closing Period, if Holdings acquires or creates another any Restricted Subsidiary after the Issue DateDate (unless such Subsidiary is (i) a Foreign Subsidiary that is not a guarantor under the Credit Agreement nor any capital markets debt of an Issuer or Note Guarantor, then (ii) a Receivables Subsidiary, (iii) an entity that would trigger a Rule 3-10 Limitation as reasonably determined by Holdings, or (iv) already a Note Guarantor) that guarantees any Indebtedness of Holdings, the Parent Guarantor Issuers or any other Note Guarantor, Holdings shall cause such newly acquired or created Subsidiary to become a Guarantor (in Subsidiary, within 20 Business Days of the event date that such Subsidiary provides a guarantee of any other Indebtedness of has been guaranteed, (a) to execute and deliver to the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on will become a senior basis, all of the Company’s Obligations Note Guarantor under this Indenture and (b) (i) with respect to any Subsidiary (other than a Foreign Subsidiary), to become a party to the Notes on Security Agreement and (ii) with respect to a Foreign Subsidiary, (A) if any Credit Agreement is then outstanding, within the terms set forth in this Indenture; later of (1) 20 Business Days after entering into such supplemental indenture or (2) the time at which such Foreign Subsidiary becomes a party to the collateral documents relating to the Credit Agreement and (B) if no Credit Agreement is then outstanding, within 60 days after entering into such supplemental indenture become a party to any existing Collateral Documents or additional Collateral Documents as may be appropriate (in the reasonable determination of the Credit Agreement Collateral Agent, such determination not to be inconsistent with the determination made under the Credit Agreement, if any, or if there is no Credit Agreement Collateral Agent, in the reasonable determination of the Issuers) in the relevant jurisdiction and to execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents file all documents and instruments necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, Collateral Agent a perfected lien on and security interest (subject to Permitted Liens and to the extent permitted under applicable lawor an equivalent requirement) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under practical and applicable law. (b) Notwithstanding the foregoingand, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected relevant, consistent with the Collateral Documents executed on the Issue Date or pursuant to give rise to or result Section 10.08 hereof) in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any relevant jurisdiction in the reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary determination of the Parent Guarantor) other than Credit Agreement Collateral Agent, if any, or if there is no Credit Agreement Collateral Agent, in the reasonable out determination of pocket expensesthe Issuers, such determination not to be inconsistent with the determination made under the Credit Agreement, if any, or if there is no Credit Agreement Collateral Agent, in the reasonable determination of the Issuers).

Future Guarantors. (a) If Holdings will cause each Domestic Guarantor Subsidiary that Guarantees, on the Parent Guarantor Issue Date or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datetime thereafter, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of Holdings, the Company or any Guarantor to execute and deliver to the Trustee a Guarantor Note Guarantee, in the form of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture substantially in the form attached as Exhibit D hereto C hereto, pursuant to which such Domestic Guarantor Subsidiary shall will unconditionally guaranteeGuarantee, on a senior joint and several basis, all the full and prompt payment of the Company’s Obligations under this Indenture principal of, premium, if any, and interest in respect of the Notes on the terms set forth in a senior secured basis and all other obligations under this Indenture; . Notwithstanding the foregoing, in the event (a) a Guarantor (other than Holdings) is released and discharged in full from all of its obligations under its guarantees of (1) the ABL Credit Facility and Additional Obligations and (2) execute all other Indebtedness of Holdings, the Company and deliver to the Security Agent and/or the Intercreditor Agent its Restricted Subsidiaries, and (as applicableb) such amendments Guarantor has not Incurred any Indebtedness in reliance on its status as a Guarantor under Section 3.2 or supplements to the Security Documents necessary such Guarantor’s obligations under such Indebtedness are satisfied in order to grant to the Security Agent, for the benefit of the Trustee full and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent discharged or are otherwise permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to Incurred by a Restricted Subsidiary (other than a Guarantor) under Section 3.2(b), then the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations Note Guarantee of such Subsidiary Guarantor shall be automatically and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawunconditionally released or discharged. (b) Notwithstanding The obligations of each Guarantor will be limited to the foregoingmaximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantee Guarantees under the ABL Credit Facility and Additional Obligations) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Notes created obligations of such other Guarantor under its Note Guarantee or pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of contribution obligations under this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofobligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (c) Each additional Note Guarantee will Domestic Guarantor Subsidiary that becomes a Guarantor on or after the date of this Indenture shall also become a party to the Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (each in substantially the same form as those executed and delivered on the Issue Date) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date) as may be limited as necessary to recognize certain defences generally available vest in the Collateral Agent a perfected first or second priority security interest, as the case may be, (subject to guarantors Permitted Liens) upon all its properties and assets (including those that other than Excluded Property) as security for the Notes or the Note Guarantees and as may be necessary to have such property or asset added to the Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to fraudulent conveyance such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such first or transfersecond priority security interest, voidable preferenceas the case may be, financial assistance, corporate purpose, capital maintenance in any such property or similar laws, regulations or defences affecting asset requires the rights consent of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a)a third party, the Parent Company will use commercially reasonable efforts to obtain such consent for the benefit of the Collateral Agent on behalf of the Holders; provided, further, however, that if after the use of commercially reasonable efforts, such third party does not consent, to the first or second priority security interest on an asset or property that would constitute an immaterial portion of the Collateral, such Subsidiary Guarantor shall will not be obligated required to cause provide such Restricted Subsidiary to Guarantee the Notes security interest. (d) Notwithstanding anything to the extent that such Guarantee by such Restricted Subsidiary contrary contained herein or in the Collateral Documents, neither Holdings nor any subsidiary shall be required to provide any guarantee, pledge or asset support arrangement that, in the reasonable judgment of Holdings, would reasonably be expected subject Holdings to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable adverse tax consequence due to the Parent Guarantor or a Restricted Subsidiary application of Section 956 of the Parent Guarantor) other than reasonable out of pocket expensesCode.

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor The Company shall cause such newly acquired or created each Subsidiary of the Company that is required to become a Guarantor (in guarantee any series of the event that such Subsidiary provides Existing Notes, within 90 days of the date on which the Company becomes required to deliver a guarantee of any series of Existing Notes pursuant to the applicable indenture governing such Existing Notes, to execute and deliver to the Trustee a supplemental indenture to the Indenture in substantially the same form as Exhibit B hereto and with such other Indebtedness of the Company or a terms as shall be substantially consistent with any guarantee by such Guarantor of the type specified Existing Notes. (b) The Guarantee of a Guarantor will be automatically released: (1) upon the sale or other disposition (including by way of consolidation or merger) of a Guarantor; (2) upon the sale or disposition of all or substantially all the assets of a Guarantor; (3) at such time as such Guarantor is no longer a guarantor of any series of Existing Notes; (4) upon the defeasance of the Notes, as provided under clauses Article 9; or (5) as described under Article 8, in the case of clause (1) or (2) ), other than to the Company or a Subsidiary of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached Company and as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in permitted by this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note If the Guarantee will of any Guarantor is deemed to be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance released or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a)is automatically released, the Parent Company shall deliver to the Trustee an Officer’s Certificate stating the identity of the released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the written request of the Company, and upon delivery to the Trustee of an Officer’s Certificate and an Opinion of Counsel, which may be subject to customary exceptions and qualifications, each stating that all conditions provided for in this Indenture to the release of such Guarantor have been complied with, the Trustee shall execute and deliver any documents reasonably required in order to evidence such release, discharge and termination in respect of the applicable Guarantee (it being understood that the failure to obtain any such instrument shall not be obligated impair any automatic release pursuant to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesSection 4.05(b)).

Future Guarantors. (a) If On and after the Parent Closing Date, the Company will cause each Domestic Subsidiary that is a Wholly Owned Restricted Subsidiary (other than the Issuer, a Subsidiary Guarantor or any of its Restricted Subsidiaries acquires Excluded Subsidiary) that (1) is a borrower under, or creates another Subsidiary after that Guarantees the Issue DateObligations under, then the Parent Guarantor shall cause such newly acquired Senior Secured Credit Facilities or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness syndicated Debt Facility of the Company Issuer or a any Guarantor incurred pursuant to clause (1)(a) of the type specified under clauses (1Section 4.09(b) or (2) is a co-issuer of or Guarantees the Obligations under any other capital markets debt securities of the definition of “Indebtedness”)Issuer or any Guarantor, at which time such Subsidiary shall: (1) execute in each case in a supplemental indenture principal amount in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all excess of the Company’s Obligations under this Indenture greater of (x) $45.0 million and the Notes on the terms set forth in this Indenture; (2y) 15.0% of Consolidated EBITDA, to within 30 days execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) supplemental indenture substantially in the Collateral owned by such Subsidiary Guarantor required to be pledged form attached hereto as Exhibit C pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Domestic Subsidiary is will irrevocably and unconditionally Guarantee, on a party create joint and several basis, the full and prompt payment of the principal of premium, if any, and interest in respect of the Notes on a valid perfected Lien on the Collateral covered thereby to the extent permitted senior basis and all other Obligations under applicable lawthis Indenture. (b) Notwithstanding The Company may elect, in its sole discretion, to cause or allow, as the foregoingcase may be, any Guarantee Subsidiary of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness its Parent Entities that is guaranteed by not otherwise required to be a Guarantor to become a Guarantor, in which case, such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) or Parent Entity shall not be required to comply with the release of the Guarantees on the terms and conditions and in the circumstances 30-day period described in Section 11.08 hereofabove. (c) Each additional Note Guarantee The obligations of each Guarantor will be limited to the maximum amount as necessary will, after giving effect to recognize certain defences generally available all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Senior Secured Credit Facilities) and after giving effect to guarantors (including those that relate any collections from or payments made by or on behalf of any other Guarantor in respect of the Obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution Obligations under this Indenture, result in the Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer under federal or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable state law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If The Company will cause each Restricted Subsidiary that guarantees any Indebtedness of the Parent Guarantor Company or any of its Guarantors (excluding a guarantee of Indebtedness of a Non-Guarantor Restricted Subsidiaries acquires or creates another Subsidiary after issued by a Non-Guarantor Restricted Subsidiary) to execute and deliver to the Issue DateTrustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally guarantee, then on a joint and several basis, the Parent Guarantor shall cause such newly acquired or created Subsidiary to become full and prompt payment of the principal of, premium, if any and interest on the Notes on a Guarantor (senior basis and all other obligations under this Indenture. Notwithstanding the foregoing, in the event that such Subsidiary provides a guarantee any Guarantor is released and discharged in full from all of any its obligations under guarantees of (1) each Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its status as a Guarantor under Section 4.09 hereof unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the type specified under clauses (1) or (2) of exceptions available at the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (iirelease to Restricted Subsidiaries under Section 4.09(b) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawhereof. (b) Notwithstanding the foregoing, any Each Guarantee of the Notes created issued pursuant to the provisions described in paragraph (aSection 4.17(a) above may provide by its terms that it hereof will be automatically and unconditionally released and discharged upon: (1) (with respect limited to any Guarantee created after an amount not to exceed the date of this Indenture) the release maximum amount that can be guaranteed by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such that Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than without rendering the Guarantee, as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by it relates to such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations , voidable under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that Each such Guarantee by such Restricted Subsidiary would reasonably shall be expected to give rise to or result released in (i) any liability for accordance with the officers, directors or shareholders provisions of Section 10.05 hereof. The form of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesGuarantee is attached as Exhibit E hereto.

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after On the Issue DateDate or thereafter, if any Restricted Subsidiary, including any newly-acquired or newly-created Restricted Subsidiary, (i) is or becomes a borrower under any Debt Facilities or Guarantees the Obligations under any Debt Facilities with an aggregate principal amount in excess of $50.0 million or (ii) is or becomes an issuer of any other capital markets debt securities or Guarantees the Obligations in respect of any capital markets debt securities with an aggregate principal amount in excess of $50.0 million, then the Parent Guarantor that Restricted Subsidiary shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee by execution of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in within 30 days of the form attached as Exhibit D hereto date of such event, pursuant to which such Subsidiary shall will irrevocably and unconditionally guaranteeGuarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other Obligations under this Indenture on a senior basis. (b) Each Restricted Subsidiary that becomes a Guarantor on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreements and will, all within 30 days of the Company’s Obligations under this Indenture and the Notes on the terms set forth event specified in this Indenture; (2) Section 4.11(a), execute and deliver such documents and instruments as may be necessary to vest in the Security Collateral Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected second-priority security interest (subject to Permitted Liens Liens), in each case, in the manner and to the extent permitted under applicable law) set forth in the such Collateral owned by such Subsidiary Guarantor required to be pledged pursuant Documents and this Indenture in assets of the type constituting Collateral as security for the Notes or the Note Guarantees, as applicable, and thereupon all provisions of this Indenture relating to the Security Documents; (3) take Collateral shall be deemed to relate to such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect assets to the foregoing; and (4) deliver to same extent and with the Trustee, the Security Agent same force and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofeffect. (c) Each additional Note Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Guarantor without rendering the guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, voidable preference, financial assistance, abuse of corporate purpose, capital maintenance assets or similar laws, regulations or defences laws affecting the rights of creditors generallygenerally or otherwise to reflect applicable laws, including laws relating to the liability of directors and managers. (d) or Notwithstanding anything to the contrary contained herein (i) a Note Guarantee provided pursuant to the terms hereof by a Restricted Subsidiary organized in a jurisdiction other considerations under applicable law. Notwithstanding Section 4.17(a)than the United States, the Parent Guarantor shall Netherlands, Australia, Bermuda, Canada, the United Kingdom, Japan, Ireland or Jamaica, including a Note Guarantee existing on the Issue Date, may be (or may be modified to become) a Limited Guarantee if the Board of Directors of the Company, in consultation with local counsel, makes a reasonable determination that such limitations are required under the applicable law of such jurisdiction, and (ii) a Restricted Subsidiary organized in a jurisdiction other than the United States, the Netherlands, Australia, Bermuda, Canada, the United Kingdom, Japan, Ireland or Jamaica will not be obligated required to cause become a Guarantor if the Board of Directors of the Company, in consultation with local counsel, makes a reasonable determination that such Restricted Subsidiary to cannot provide a Note Guarantee in view of the Notes limitations imposed by the applicable law of such jurisdiction of more than de minimis value in relation to the extent assets of such Restricted Subsidiary. (e) Any designation of a Note Guarantee as a Limited Guarantee shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation was made in compliance with this Indenture. (f) Each Note Guarantee by shall be released in accordance with the provisions of Section 10.06. (g) From and after the Issue Date, the Company shall cause each Restricted Subsidiary that was a guarantor or borrower under the Senior Credit Facilities on the Issue Date, or each Restricted Subsidiary that became a guarantor or borrower under the Senior Credit Facilities after the Issue Date and prior to the Collateral Due Date, as soon as reasonably practicable, but in any event, no later than the Collateral Due Date, to become a Guarantor; provided that in no event shall any such Restricted Subsidiary be required to become a Guarantor prior to the time that it would have otherwise been required to become a Guarantor pursuant to Section 4.11(a). (h) From and after the Issue Date, with respect to the portion of the Collateral securing the Notes or the Note Guarantees, as applicable, for which a valid and perfected Lien in favor of the Collateral Agent has not been created on or prior to the Issue Date, the Company shall, and shall cause each of the Guarantors to, as soon as reasonably be expected practicable, but in any event, no later than the Collateral Due Date, complete those actions required to give rise to or result in (i) any liability for the officers, directors or shareholders create and perfect all of such Restricted Subsidiary Liens in such portion of the Collateral; provided that in no event shall the Company or (ii) any significant cost, expense, liability or obligation (including with respect of Guarantor be required to complete any Taxes, but excluding any reasonable guarantee or similar fee payable such actions prior to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensestime that it would have otherwise been required to complete such actions pursuant to Section 4.11(b).

Future Guarantors. (a) If the Parent Guarantor Company organizes or acquires any of its Domestic Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateDate (each a “New Domestic Restricted Subsidiary”) that, then after giving pro forma effect to the Parent Guarantor shall cause acquisition or organization of such newly acquired New Domestic Restricted Subsidiary or created Subsidiaries (if applicable), together with each other New Domestic Restricted Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company that has not theretofore become a Guarantor, has consolidated assets or a Guarantor Consolidated EBITDA which exceeds 5 percent of the type specified under clauses (1) or (2) total consolidated assets, as of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all end of the Company’s Obligations under this Indenture most recently completed fiscal quarter for which financial statements are internally available, or total Consolidated EBITDA, for the most recent preceding four fiscal quarters for which financial statements are internally available, of the Company and its Restricted Subsidiaries, the Notes on the terms set forth in this Indenture; Company shall: (2i) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements Trustee a supplemental indenture in form reasonably satisfactory to the Security Documents necessary in order Trustee pursuant to grant to the Security Agent, for the benefit which each such New Domestic Restricted Subsidiary shall unconditionally guarantee on an unsecured senior basis all of the Trustee Issuers’ obligations under the Securities and the holders of the Notes, a perfected security interest this Indenture; (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable Obligations obligation of such Subsidiary New Domestic Restricted Subsidiary; and (iiiii) the Security Documents cause each New Domestic Restricted Subsidiary to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby promptly execute and deliver to the extent permitted under applicable lawTrustee a Guarantee. (b) Notwithstanding After the foregoing, any Guarantee execution of the Notes created a supplemental indenture pursuant to the provisions described in paragraph clause (a) above may provide by its terms that it will of this Section 4.18, each such New Domestic Restricted Subsidiary party thereto shall be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date a Guarantor for all purposes of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If the Parent Guarantor or The Company shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries acquires (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the Senior Credit Facilities or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Capital Markets Indebtedness of the Company or XxxXx or any Guarantor), other than a Guarantor or an Excluded Subsidiary, to guarantee the payment of (i) any Indebtedness of the type specified Company or any Guarantor under clauses the Credit Facilities incurred under clause (i) of Section 4.03(b) or (ii) any Capital Markets Indebtedness of the Company or XxxXx or any Guarantor having an aggregate principal amount outstanding in excess of $50.0 million, unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary, except with respect to a Guarantee of Indebtedness of the Company or any Guarantor if 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 will be subordinated in right of payment to such Guarantee substantially to the same extend as such Indebtedness is subordinated to the Notes; and (2) 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 applicable rights against the Company or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.11 will 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. The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (1) or (2) of the definition of “Indebtedness”), above and such Guarantee may be released at which any time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) sole discretion. Notwithstanding the foregoing, any each such Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences defenses affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Each Guarantee shall be released in accordance with Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses10.03.

Future Guarantors. (a) If (i) the Parent Guarantor Company or any of its the Restricted Subsidiaries acquire or create another Subsidiary, (ii) the Parent acquires or creates another Subsidiary to directly or indirectly own the Equity Interests of the Company, any of the Restricted Subsidiaries or any Other Guarantor, (iii) any Subsidiary of the Company that is not already a Guarantor or US Borrower guarantees any Credit Facility, the 2019 Notes, the Second Term Loan Facility, the 2023 Notes or any other Pari Passu Obligations or owns any Vessel, (iv) any Subsidiary of the Parent or the Company that is not already a Guarantor or US Borrower is the subject of a Contract Winning Trigger or (v) any Subsidiary of the Parent or the Company that is not already a Guarantor or US Borrower becomes an Internal Charterer after the Issue Closing Date, then the Parent or the Company, as applicable, will (1) cause that Subsidiary to (A) execute a Joinder Agreement pursuant to which it will become a Guarantor shall and (B) execute amendments or otherwise accede to or join the Collateral Agreements and cause such newly the same to be perfected pursuant to which it becomes subject to the Obligations of a Guarantor thereunder and pledge its assets, including the Equity Interests it owns in any of its Subsidiaries, pursuant to the Collateral Agreements and (2) deliver an opinion of counsel satisfactory to the Administrative Agent, in each case within 20 Business Days of the date on which the Subsidiary was acquired or created or otherwise becomes subject to this Section 6.09; provided that any applicable Subsidiary may be released as a Guarantor and from any related pledge following the occurrence of a Contract Unwind Trigger provided the conditions to that release are satisfied, including that no assets or property have been transferred or sold, directly or indirectly, by either Borrower or a Guarantor to such applicable Subsidiary that are subject to Section 6.06. In addition, to the extent any such Subsidiary (x) is not already a direct or indirect Subsidiary of the Company and (y) does not constitute an Other Guarantor, the Parent shall cause the Equity Interests of such Subsidiary to be transferred to the Company or a Restricted Subsidiary within 20 Business Days of such Subsidiary executing any such Joinder Agreement or as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements. (b) With respect to each Subsidiary that is required to become a Guarantor pursuant to Section 6.09(a), the Parent or the Company shall designate each such Subsidiary to become a Guarantor Restricted Subsidiary, and shall comply with the conditions set forth in clause (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2II) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture Unrestricted Subsidiary” in connection therewith within 20 Business Days of the form attached as Exhibit D hereto pursuant to date on which such Subsidiary shall unconditionally guaranteewas acquired or created, on a senior basisor as soon as practicable where applicable local law requires additional time for compliance with applicable legal requirements. For the avoidance of doubt, all no direct or indirect Subsidiary of the Company’s Obligations under Parent may become a Restricted Subsidiary for purposes of this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which Agreement if such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out but not of pocket expensesthe Company.

Future Guarantors. (a) If the Parent Guarantor or shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries acquires (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the North American Revolving Credit Facility or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Capital Markets Indebtedness of the Company Issuer or any Guarantor), other than the Issuer, a Guarantor or an Excluded Subsidiary, to guarantee the payment of (i) any Indebtedness of the type specified Issuer or any Guarantor under clauses the Credit Facilities incurred under clause (1i) of Section 4.03(b) or (2ii) any Capital Markets Indebtedness of the definition Issuer or any Guarantor having an aggregate principal amount outstanding in excess of “Indebtedness”)$50.0 million, at which time such Subsidiary shallunless: (1i) execute such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture in the form attached as Exhibit D hereto pursuant to which this Indenture providing for a Guarantee by such Subsidiary shall unconditionally guaranteeRestricted Subsidiary, on except with respect to a senior basis, all Guarantee of Indebtedness of the Company’s Obligations under this Indenture and Issuer or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes on the terms set forth or such Guarantor's Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in this Indenture; (2) execute and deliver right of payment to such Guarantee substantially to the Security Agent and/or same extent as such Indebtedness is subordinated to the Intercreditor Agent Notes or such Guarantor's Guarantee and (as applicableii) such amendments executes and delivers a supplement or supplements joinder to the Security Documents necessary in order or new Security Documents and takes all actions required thereunder to grant to perfect the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoingcreated thereunder; and (4ii) deliver 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 applicable rights against Parent or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.11 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the Trusteetime such Person became a Restricted Subsidiary and was not incurred in connection with, the Security Agent and the Intercreditor Agent an Opinion of Counsel or in contemplation of, such Person becoming a Restricted Subsidiary. Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and or (ii) the Security Documents to which above and such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Guarantee may be released at any time in Parent's sole discretion. Notwithstanding the foregoing, any each such Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences defenses affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Each Guarantee shall be released in accordance with Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses10.03.

Future Guarantors. (a) If The Parent Guarantors and the Parent Guarantor Issuers shall cause each Restricted Subsidiary, including any Restricted Subsidiary that is created or any of its acquired by the Issuers or one or more Restricted Subsidiaries acquires (other than any such created or creates another acquired Restricted Subsidiary that is a CFC or a Guarantee by which would be treated as a guarantee by a CFC for purposes of Section 956 of the Code (each, an “Excepted Future Guarantor”)), except, until the date of the Spin-off, for the Subsidiaries listed below, that (i) incurs, guarantees or otherwise becomes an obligor of any Indebtedness for borrowed money in excess of $5,000,000 and/or (ii) is or becomes, at any time after the Issue Date, then a Significant Subsidiary, within 30 days following the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)effectiveness thereof, at which time such Subsidiary shallto: (1) execute and deliver a supplemental indenture providing for a Guarantee of the Notes by such Restricted Subsidiary (and, in the form attached case of a guarantee of Indebtedness of the Issuers or any Restricted Subsidiary, that by its express terms is subordinated in right of payment to the Notes or, in the case of a Guarantor, such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary, with respect to such Indebtedness will be subordinated in right of payment to the Notes or such Guarantor’s Guarantee substantially to the same extent as Exhibit D hereto such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee); and (2) deliver to the Trustee an Opinion of Counsel to the effect that such supplemental indenture (including the Guarantee set forth therein): (A) has been duly authorized, executed and delivered; and (B) constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; and (3) deliver to the Trustee a letter signed by the Process Agent reflecting the appointment by such Subsidiary of the Process Agent in accordance with Section 13.06(d) hereof or written notice from the Issuers designating the appointment of such Process Agent. (b) Concurrently with the Spin-off, the Parent Guarantors and the Issuers shall cause each of the Subsidiaries listed in Section 4.19(c) hereof and any Excepted Future Guarantor, to the extent such Subsidiary has not previously become a Subsidiary Guarantor pursuant to which such Subsidiary shall unconditionally guaranteeSection 4.19(f) hereof, on to: (1) execute and deliver a senior basis, all supplemental indenture providing for a Guarantee of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indentureby such Subsidiary; (2) (i) in the case of any such Subsidiary organized under the laws of Chile, Colombia or Peru, execute and deliver to a local law guarantee in the Security Agent and/or the Intercreditor Agent form of a fianza before a notary public; and (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable lawii) in the Collateral owned by case of any such Subsidiary Guarantor required to be pledged pursuant to organized under the Security Documentslaws of Brazil, execute and deliver a local law guarantee in the form of a fiança or a carta de fiança; (3) take deliver to the Trustee an Opinion of Counsel to the effect that such further action supplemental indenture (including the Guarantee set forth therein): (A) has been duly authorized, executed and execute delivered; and (B) constitutes a valid, binding and deliver enforceable obligation of such other documents Subsidiary, except insofar as otherwise enforcement thereof may be reasonably requested limited by the Trusteebankruptcy, the Security Agent insolvency or the Intercreditor Agent similar laws (including, without limitation, all laws relating to give effect fraudulent transfers) and except insofar as enforcement thereof is subject to the foregoinggeneral principles of equity; and (4) deliver to the Trustee, Trustee a letter signed by the Security Process Agent and reflecting the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered appointment by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of the Process Agent in accordance with Section 13.06(d) hereof or written notice from the Issuers designating the appointment of such Subsidiary and (ii) Process Agent. provided, however, that such Subsidiaries shall not be required to provide a Guarantee if a change in Applicable Law since the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee Issue Date of the Notes created pursuant would prohibit such Subsidiary from guaranteeing the Notes or if, prior to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of the Spin-off such Subsidiary has been merged, liquidated or otherwise disposed of in a manner permitted under this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note The Subsidiaries that shall become Subsidiary Guarantors immediately following the Spin-off are: DS Technology, LLC; GLA Brasil Ltda.; SKY Serviços de Banda Larga Ltda.; Partel Participações Ltda.; ACOM Comunicações Ltda.; ACOM TV Ltda.; Bahiasat Comunicações Ltda.; MMDS Bahia, Ltda.; Surfin, LLC; Alpha Tel Holdings Ltd.; Alpha Tel S.A.; DIRECTV Argentina S.A.; DIRECTV Perú S.R.L.; DIRECTV Caribe Ltd.; Telecenter Panamerica, Ltda.; White Holding B.V.; and DTVLA Holdings, S.L. (d) The Obligations of each Guarantor under its Guarantee will shall be limited as necessary to recognize certain defences defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) Guarantors or other considerations under applicable law. Notwithstanding Section 4.17(aApplicable Law of the jurisdiction of the Guarantors (including for financial assistance, general statutory limitations, corporate benefits, fraudulent preference, “thin capitalization” and “capital maintenance” rules). (e) In addition, if, at any time after the Spin-off, the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee Guarantors would represent less than 80% of Consolidated Adjusted EBITDA or 80% of Total Assets, the Notes Issuers shall, to the extent that such Guarantee not prohibited or limited by such Restricted Subsidiary would reasonably be expected to give rise to Applicable Law or result contractual obligations not entered into in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary contemplation of the Parent issuance of the Notes or this provision, cause one or more of the Restricted Subsidiaries who are not Guarantors to become Guarantors in accordance with the terms set forth in the Section 4.19(b) hereof such that the Guarantors represent at least 80% of Consolidated Adjusted EBITDA and at least 80% of Total Assets. (f) The Issuers may elect, in their sole discretion, to cause any Subsidiary that is not otherwise required to be a Subsidiary Guarantor to become a Subsidiary Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If (a) the Parent Guarantor Issuer or any of its Restricted Subsidiaries acquires or creates another any Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue DateDate or (b) any Restricted Subsidiary of the Issuer becomes a borrower or a guarantor, then on the Parent Guarantor shall cause Issue Date or any time thereafter, with respect to the ABL Facility or any other indebtedness of the Issuer or any Subsidiary Guarantor, then, on the Issue Date or within 30 days of the date of such newly acquired acquisition or created such Subsidiary to becoming a borrower or guarantor, as applicable, such Subsidiary must become a Subsidiary Guarantor and shall (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1i) execute and deliver to the Trustee a supplemental indenture substantially in the form attached as of Exhibit D C hereto pursuant to which such Subsidiary shall will unconditionally guaranteeGuarantee, on a senior basisjoint and several basis with the other Subsidiary Guarantors, all the full and prompt payment of the Company’s Obligations under this Indenture principal of, premium, if any, and interest in respect of the Notes on the terms set forth in a senior secured basis and all other obligations under this Indenture; , (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel to the effect that (ix) such supplemental indenture and any other documents required to be delivered such Subsidiary Guarantee have been duly authorized, executed and delivered by authorized; and (y) such supplemental indenture and such Subsidiary and Guarantee constitute legal, a valid, binding and enforceable Obligations obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; In the event that any Wholly Owned Domestic Subsidiary that is an Excluded Subsidiary ceases to be an Excluded Subsidiary, or if any Excluded Subsidiary becomes a borrower under or a guarantor with respect to the ABL Facility or any other Indebtedness of the Issuer or any Subsidiary Guarantor, then within 45 days of the date of such event, such Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture substantially in the form of Exhibit C hereto and deliver an Opinion of Counsel to the Trustee to the effect that (x) such supplemental indenture and such Subsidiary Guarantee have been duly executed and authorized; and (iiy) the Security Documents to which such supplemental indenture and such Subsidiary Guarantee constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is a party create a valid perfected Lien on the Collateral covered thereby subject to the extent permitted under applicable lawgeneral principles of equity. (b) Notwithstanding Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the foregoing, any Guarantee of the Notes created pursuant Issue Date shall also become a party to the provisions described Security Agreement and the other applicable Security Documents and the Registration Rights Agreement and shall as promptly as practicable execute and deliver such security instruments, Mortgages, financing statements, deeds of trust (in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (substantially in the same form as those executed delivered with respect to any Guarantee created after the date Collateral on the Issue Date) and certificates and opinions of this Indenturecounsel (to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the release by Collateral Agent a perfected first or second-priority security interest, as the holders case may be (subject to Permitted Liens), in properties and assets of the Company’s, type constituting Collateral as security for the Parent Guarantor’s Notes or the Subsidiary Guarantor’s Debt described in paragraph (a) aboveGuarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of their guarantee by this Indenture relating to the Collateral shall be deemed to relate to such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, properties and assets to the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) same extent and with the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms same force and conditions and in the circumstances described in Section 11.08 hereofeffect. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding This Section 4.17(a), the Parent Guarantor 8.12 shall not be obligated applicable to cause such any Guarantee of any Restricted Subsidiary to Guarantee that existed at the Notes to the extent that time such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. In addition, notwithstanding anything to the contrary contained in this Indenture, neither the Issuer nor any of its Restricted Subsidiaries shall be required to provide any Guarantee, pledge or asset support agreement that, in the reasonable judgment of the Parent GuarantorIssuer, would subject the Issuer to any adverse tax consequence due to the application of Section 956 of the Code. (d) other than reasonable out of pocket expensesEach Note Guarantee shall be released in accordance with Section 10.2(d).

Future Guarantors. (a) If the Parent Guarantor or shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries acquires (and domestic non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the North American Revolving Credit FacilityGlobal Revolver or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Capital Markets Indebtedness of the Company Issuer or any Guarantor), other than the Issuer, a Guarantor or an Excluded Subsidiary, to guarantee the payment of (i) any Indebtedness of the type specified Issuer or any Guarantor under clauses the Credit Facilities incurred under clause (1i) of Section 4.03(b) or (2ii) any Capital Markets Indebtedness of the definition Issuer or any Guarantor having an aggregate principal amount outstanding in excess of “Indebtedness”)$50.0 million, at which time such Subsidiary shallunless: (1i) execute such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture in the form attached as Exhibit D hereto pursuant to which this Indenture providing for a Guarantee by such Subsidiary shall unconditionally guaranteeRestricted Subsidiary, on except with respect to a senior basis, all Guaranteeguarantee of Indebtedness of the Company’s Obligations under this Indenture and Issuer or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes on the terms set forth or such Guarantor’s Guarantee, any such Guaranteeguarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in this Indenture; (2) execute and deliver right of payment to such Guarantee substantially to the Security Agent and/or same extent as such Indebtedness is subordinated to the Intercreditor Agent Notes or such Guarantor’s Guarantee and (as applicableii) such amendments executes and delivers a supplement or supplements joinder to the Security Documents necessary in order or new Security Documents and takes all actions required thereunder to grant to perfect the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoingcreated thereunder; and (4ii) deliver 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 applicable rights against Parent or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.11 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the Trusteetime such Person became a Restricted Subsidiary and was not incurred in connection with, the Security Agent and the Intercreditor Agent an Opinion of Counsel or in contemplation of, such Person becoming a Restricted Subsidiary. Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will not be required to comply with clause (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and xxxxx (ii) the Security Documents to which above and such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Guarantee may be released at any time in Parent’s sole discretion. Notwithstanding the foregoing, any each such Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences defenses affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Each Guarantee shall be released in accordance with Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses10.03.

Future Guarantors. (a) If the Parent Guarantor on or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datedate of this Fifth Supplemental Indenture, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or any Subsidiary of the Operating Partnership guarantees the Operating Partnership’s indebtedness under, or otherwise becomes an obligor with respect to, the Credit Agreement (if the Company or such Subsidiary, as the case may be, is not already a Guarantor of the type specified under clauses Notes), such entity (1each, a “Possible Future Guarantor”) shall immediately be and become, automatically and without the execution or (2) delivery of any supplemental indenture or other instrument or other action by any Person, jointly and severally with any other Guarantors of the definition Notes, a Guarantor of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant Notes and shall be subject to which such Subsidiary shall unconditionally guarantee, on a senior basis, and bound by all of the Company’s Obligations under this terms and provisions of the Indenture and applicable to a Guarantor of the Notes on (subject to Section 2.2(b)); provided that the terms set forth in this Indenture; Operating Partnership shall cause such Possible Future Guarantor to within thirty (230) calendar days, (i) execute and deliver to the Security Agent and/or Trustee a supplemental indenture substantially in the Intercreditor Agent (as applicable) form of Exhibit B to acknowledge such amendments or supplements to the Security Documents necessary Guarantee in order to grant to the Security Agent, for the benefit accordance with this Section 2.2 and Article Sixteen of the Trustee Indenture, and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, in addition to any other documents to be delivered to the Security Agent and Trustee pursuant to Section 903 of the Intercreditor Agent Base Indenture, an Opinion of Counsel to the effect that (ix) the execution of such supplemental indenture is authorized or permitted by the Base Indenture, and (y) such supplemental indenture and any other documents required to be delivered have indenture, has been duly authorized, executed and delivered by such Subsidiary by, and constitute legal, valid, is a valid and binding and enforceable Obligations obligation of such Subsidiary and (ii) the Security Documents entity, enforceable against such entity in accordance with its terms, subject to which customary exceptions. For so long as any Possible Future Guarantor provides a Guarantee, such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms Possible Future Guarantor shall agree that it waives and will be automatically and unconditionally released and discharged upon: (1) (with respect to not in any Guarantee created after manner whatsoever claim or take the date benefit or advantage of this Indenture) any right of reimbursement, indemnity or subrogation or any other rights against the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than Operating Partnership as a result of any payment by it under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their its guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee until the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result have been paid in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesfull.

Future Guarantors. (a) If Within thirty (30) Business Days of the Parent Guarantor formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary, Borrower shall notify Agent of its such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created that is not an Excluded Subsidiary to become deliver to Agent (A) a Guarantor (in supplement to the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture Security Agreement substantially in the form attached hereto as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver 2 to the Security Agreement, (B) a supplemental Guaranty in the form attached hereto as Exhibit 1.1(a) and (C) a supplemental joinder to each Intercreditor Agreement, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Credit Party, cause such Credit Party to provide to Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements a supplement to the Security Documents necessary in order to grant to the Security Agent, Agreement providing for the benefit pledge of the Trustee and Capital Stock in such new Restricted Subsidiary owned by it (or, in the holders case of a Foreign Subsidiary, sixty-five percent (65%) of the Notestotal combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, a perfected security interest (subject to Permitted Liens and in each case to the extent permitted under applicable lawthat such Capital Stock does not constitute Excluded Property), together with appropriate certificates and powers, in form and substance reasonably satisfactory to Agent, and (iii) in the Collateral owned by such Subsidiary Guarantor required provide or cause to be pledged pursuant provided to the Security Documents; (3) take such further action Agent all other customary and execute and deliver such other documents as otherwise may be reasonable documentation which is reasonably requested by Agent in connection with the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that foregoing clauses (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law). (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant anything to the provisions described contrary contained herein, neither Borrower nor any Subsidiary of Borrower shall be required to execute and deliver any supplemental guarantee, Collateral Document or any other document or xxxxx x Xxxx in paragraph (a) above may provide any Capital Stock or other property held by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by if such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: action (A) no other Indebtedness of either Company, the Parent Guarantor is restricted or any Subsidiary Guarantor has been guaranteed prohibited by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preferencegeneral statutory limitations, financial assistance, corporate purposebenefit, capital maintenance fraudulent preference, “thin capitalization” rules or similar lawsprinciples, regulations (B) is not within the legal capacity of Borrower or defences affecting such Subsidiary or would conflict with the rights fiduciary duties of creditors generally) its directors or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to contravene any legal prohibition or result in personal or criminal liability on the part of any officer, (iC) any liability for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the officers, directors benefits to the Lenders of Borrower’s or shareholders of such Restricted Subsidiary Subsidiary’s guaranty or security as reasonably determined by Borrower and Agent or (iiD) any significant cost, expense, liability is Excluded Property or obligation (including Excluded Principal Property or otherwise would not be required with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or Collateral owned by a Restricted Subsidiary Credit Party pursuant to the terms of the Parent Guarantor) other than reasonable out of pocket expensesCollateral Documents.

Future Guarantors. (a) If Within thirty (30) Business Days of the Parent Guarantor formation of any Restricted Subsidiary, acquisition of a Restricted Subsidiary or at any time a Subsidiary becomes a Restricted Subsidiary, Borrower shall notify Agent of its such event and, promptly thereafter (and in any event within 30 days or such longer period as Agent may agree) (i) cause each such new Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created that is not an Excluded Subsidiary to become deliver to Agent (A) a Guarantor (in supplement to the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture Security Agreement substantially in the form attached hereto as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver 2 to the Security Agreement, (B) a supplemental Guaranty in the form attached hereto as Exhibit 1.1(a) and (C) a supplemental joinder to each Intercreditor Agreement, (ii) with respect to all new Restricted Subsidiaries that are directly owned in whole or in part by a Credit Party, cause such Credit Party to provide to Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements a supplement to the Security Documents necessary in order to grant to the Security Agent, Agreement providing for the benefit pledge of the Trustee and Capital Stock in such new Restricted Subsidiary owned by it (or, in the holders case of a Foreign Subsidiary, sixty-five percent (65%) of the Notestotal combined voting power of all classes of the voting Capital Stock of such Foreign Subsidiary and one-hundred percent (100%) of the non-voting Capital Stock of such Foreign Subsidiary, a perfected security interest (subject to Permitted Liens and in each case to the extent permitted under applicable lawthat such Capital Stock does not constitute Excluded Property), together with appropriate certificates and powers, in form and substance reasonably satisfactory to Agent, and (iii) in the Collateral owned by such Subsidiary Guarantor required provide or cause to be pledged pursuant provided to the Security Documents; (3) take such further action Agent all other customary and execute and deliver such other documents as otherwise may be reasonable documentation which is reasonably requested by Agent in connection with the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that foregoing clauses (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law). (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant anything to the provisions described contrary contained herein, neither Borrower nor any Subsidiary of Borrower shall be required to execute and deliver any supplemental guarantee, Collateral Document or any other document or gxxxx x Xxxx in paragraph (a) above may provide any Capital Stock or other property held by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by if such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: action (A) no other Indebtedness of either Company, the Parent Guarantor is restricted or any Subsidiary Guarantor has been guaranteed prohibited by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preferencegeneral statutory limitations, financial assistance, corporate purposebenefit, capital maintenance fraudulent preference, “thin capitalization” rules or similar lawsprinciples, regulations (B) is not within the legal capacity of Borrower or defences affecting such Subsidiary or would conflict with the rights fiduciary duties of creditors generally) its directors or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to contravene any legal prohibition or result in personal or criminal liability on the part of any officer, (iC) any liability for reasons of cost, legal limitations or other matters is unreasonably burdensome in relation to the officers, directors benefits to the Lenders of Borrower’s or shareholders of such Restricted Subsidiary Subsidiary’s guaranty or security as reasonably determined by Borrower and Agent or (iiD) any significant costrelates to Excluded Property, expense, liability Excluded Principal Property or obligation (including Real Property or otherwise would not be required with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or Collateral owned by a Restricted Subsidiary Credit Party pursuant to the terms of the Parent Guarantor) other than reasonable out of pocket expensesCollateral Documents.

Future Guarantors. (a) If the Parent Guarantor Company organizes or acquires any of its Domestic Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become Date having total assets with a Guarantor book value in excess of $1.0 million (in the event that such Subsidiary provides each a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “IndebtednessNew Domestic Restricted Subsidiary”), at which time such Subsidiary the Company shall: : (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2i) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments Trustee one or supplements more supplemental indentures in form reasonably satisfactory to the Security Documents necessary in order Trustee pursuant to grant to the Security Agent, for the benefit which each such New Domestic Restricted Subsidiary shall unconditionally guarantee all of the Trustee Company’s obligations under each series of Securities and the holders of the Notes, a perfected security interest this Indenture and (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel and Officers’ Certificate, each stating that (i) each such supplemental indenture and any other documents required to be delivered have (a) has been duly authorized, executed and delivered by such Subsidiary and constitute New Domestic Restricted Subsidiary, (b) constitutes a legal, valid, binding and enforceable Obligations obligation of such New Domestic Restricted Subsidiary and (iic) complies with the Security Documents applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to which such transaction have been satisfied; and (iii) cause each New Domestic Restricted Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to promptly execute and deliver to the extent permitted under applicable lawTrustee one or more Guarantees or joinders thereto. (b) Notwithstanding After the foregoing, any Guarantee execution of the Notes created a supplemental indenture pursuant to the provisions described in paragraph clause (a) above may provide by its terms that it will of this Section 4.19, each such New Domestic Restricted Subsidiary party thereto shall be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date a Guarantor for all purposes of this Indenture) . Each New Domestic Restricted Subsidiary created or acquired in connection with the release Acquisition shall become a Guarantor under this Indenture on the date the Acquisition is consummated and the Company shall deliver or cause to be delivered to the Trustee on such date each document required by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (aSection 4.19(a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If the Parent Guarantor or any The Company shall cause each of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date(other than (x) any Immaterial Subsidiary, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event y) non wholly-owned Restricted Subsidiaries that such Subsidiary provides a do not guarantee of any other Indebtedness of the Company or a Guarantor and (z) any Restricted Subsidiary of the type specified under clauses (1) Company that is prohibited by law from Guaranteeing the Notes or (2) that would experience adverse regulatory consequences as a result of providing a Guarantee of the definition Notes, so long as in each case such Restricted Subsidiary has not provided a Guarantee of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all any other Indebtedness of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2Company or any Guarantor) to execute and deliver to the Security Agent and/or Trustee within 90 days a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary shall, subject to Section 4.19(d), irrevocably and unconditionally Guarantee, on a joint and several basis, the Intercreditor Agent (as applicable) such amendments or full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture and execute and deliver to the Trustee supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned take all actions required by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on perfect the Collateral covered thereby to the extent permitted under applicable lawliens granted thereunder. (b) Notwithstanding The obligations of each Guarantor will be limited to the foregoingmaximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantee Guarantees under the Revolving Credit Agreement, any Additional Senior Secured Indebtedness, any Additional Pari Secured Indebtedness or other Indebtedness) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Notes created Guarantee or pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of contribution obligations under this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofobligations of such Guarantor under its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer or transfer at undervalue under Canadian federal or provincial law or U.S. federal or state law. (c) Each additional Note Notes Guarantee will shall be limited as necessary to recognize certain defences generally available to guarantors released in accordance with Section 10.9. (including those that relate to fraudulent conveyance or transferd) Future Notes Guarantees provided by Guarantors organized in jurisdictions other than the United States and Canada, voidable preferencemay be Limited Guarantees if the Company, financial assistancein consultation with local counsel, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent determines that such Guarantee by limitations are required due to legal requirements within such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesjurisdiction.

Future Guarantors. (a) If on or after the Parent Issue Date (1) a Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor Guarantees the Credit Agreement, or (2) the Issuer or any of its Restricted Subsidiaries acquires or creates another a Wholly Owned Domestic Subsidiary after (other than an Immaterial Subsidiary) and such Wholly Owned Domestic Subsidiary Guarantees the Issue DateCredit Agreement, then then, in each case, the Parent Guarantor Issuer shall cause such newly acquired or created Wholly Owned Domestic Subsidiary to become a Guarantor and execute and deliver (in within five Business Days of guaranteeing the event that such Subsidiary provides Credit Agreement or becoming a guarantee of any other Indebtedness of Wholly Owned Domestic Subsidiary, as the Company or a Guarantor of case may be) to the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee a supplemental indenture substantially in the form attached as of Exhibit D hereto C hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally guaranteeGuarantee, on a senior basisjoint and several basis with the other Guarantors, all the full and prompt payment of the Company’s Obligations under this Indenture principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on the terms set forth in a senior basis and all other obligations under this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding The Issuer shall not permit any Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee the foregoingCredit Agreement unless such Wholly Owned Domestic Sub- sidiary (i) is a Guarantor or (ii) within five Business Days executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto, any Guarantee pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically on a senior basis and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of all other obligations under this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will shall be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result released in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including accordance with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.Article X.

Future Guarantors. (a) If The Issuer shall cause each Restricted Subsidiary, if any, that Guarantees any Indebtedness of the Parent Issuer or any of the Restricted Parties to execute and deliver to the Trustee a Supplemental Indenture pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior or pari passu basis and all other obligations under this Indenture, unless such other Indebtedness is Senior Debt, in which case the Guarantee may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. (b) Notwithstanding Section 4.11(a), (i) in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of (1) each Credit Agreement and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries, then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its status as a Guarantor under Section 4.03 unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries under Section 4.03(b) and (ii) in no event shall the Guarantee of Investments II be released upon the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of Investments II by AGI unless and until the Equity Interests of Designated Assets owned by Investments II on the Issue Date (or the proceeds received from the sale, transfer or other disposition thereof, subject to the prior rights of holders of Senior Debt pursuant to the subordination provisions herein and the Intercreditor Agreement), shall have been transferred to the Issuer or any of its Restricted Subsidiaries acquires prior to or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofconcurrently therewith. (c) Each additional Note Guarantee will shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor Each Guarantee shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result released in (i) any liability for the officers, directors or shareholders accordance with Article 10 of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Indenture.

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after After the Issue Date, then the Parent Guarantor shall Issuer will cause each Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary (and any Domestic Restricted Subsidiary that is a non-Wholly-Owned Subsidiary if such newly acquired Domestic Restricted Subsidiary guarantees, or created Subsidiary to become is a Guarantor (in the event that such Subsidiary provides a guarantee of co-issuer or other co-obligor under, other capital markets debt securities or any other Indebtedness Credit Facility of the Company Issuer or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”any Guarantor), at which time other than a Guarantor, created or acquired by the Issuer or one or more of its Restricted Subsidiaries, within 30 days following the effective date of such Subsidiary shallcreation or acquisition, to: (1) execute and deliver (a) an assumption agreement to the Guarantee Agreement providing for a supplemental indenture Guarantee by such Restricted Subsidiary (and, in the form attached as Exhibit D hereto pursuant case of a guarantee of Indebtedness of the Issuer or any Restricted Subsidiary that by its express terms is subordinated in right of payment to which the Notes or, in the case of a Guarantor, such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Subsidiary Guarantor’s Guarantee) and (b) Security Documents in form and substance necessary to evidence the first-priority Lien on and security interest in (subject to Permitted Liens) the Collateral of such Restricted Subsidiary and take such other actions as shall unconditionally guarantee, on a senior basis, all of be necessary to perfect such Lien and security interest (to the Company’s Obligations extent required under this Indenture and the Notes on the terms set forth in this Indenture;Security Documents); and (2) execute and deliver to the Security Agent and/or Trustee an Opinion of Counsel to the Intercreditor Agent effect that: (as applicableA) such amendments or supplements to the Guarantee and Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee have been duly executed and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoingauthorized; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (iB) such supplemental indenture Guarantee and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and Security Documents constitute legal, a valid, binding and enforceable Obligations obligation of such Subsidiary Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and (ii) the Security Documents except insofar as enforcement thereof is subject to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawgeneral principles of equity. (b) Notwithstanding the foregoingThe Issuer may elect, any Guarantee of the Notes created pursuant in its sole discretion, to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or cause any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as not otherwise required to be a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofGuarantor to become a Guarantor. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If the Parent Guarantor Company or any of its the Restricted Subsidiaries Entities acquires or creates another domestic Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders , then that newly acquired or created domestic Subsidiary shall become a Guarantor and execute a supplemental indenture and supplemental Security Documents within 10 Business Days of the Company’sdate on which it was acquired or created and comply at such time with all provisions of the Security Documents; provided that all Subsidiaries that are Immaterial Subsidiaries or that have properly been designated as Unrestricted Entities under this Indenture shall not become Guarantors for so long as they continue to constitute Immaterial Subsidiaries or Unrestricted Entities, as the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time whencase may be. The following additional requirements shall apply: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B1) the holders Company and the new Guarantor shall cause to be filed such amendments or other instruments, if any, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of all the Security Documents on the Collateral owned by or transferred to such other Indebtedness that is guaranteed new Guarantor, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full the filing of all obligations a financing statement under such Debt other than as a result the Uniform Commercial Code of payment under such guarantee); orthe relevant states; (2) any Collateral owned by or transferred to the release of new Guarantor shall: (a) continue to constitute Collateral under this Indenture and the Guarantees on Security Documents; and (b) not be subject to any Lien other than Liens permitted by this Indenture and the terms and conditions and in the circumstances described in Section 11.08 hereof.Security Documents; and (c3) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes have delivered to the extent Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such Guarantee by supplemental Indenture and Security Documents comply with the applicable provisions of this Indenture, that all conditions precedent in this Indenture relating to such Restricted Subsidiary would reasonably be expected transaction have been satisfied and that such supplemental Indenture and Security Documents are enforceable, subject to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensescustomary qualifications.

Future Guarantors. (a) If Upon the Parent Guarantor or any consummation of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateAcquisition, then the Parent Guarantor Issuer shall cause such newly acquired or created Subsidiary the SD Guarantor to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2i) execute and deliver to the Security Trustee a supplemental indenture, pursuant to which the SD Guarantor shall Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture, and (ii) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such supplemental indenture complies with the requirements of this Section 4.11 and has been duly authorized, executed and delivered by the SD Guarantor and constitutes a legal, valid, binding and enforceable obligation of the SD Guarantor. (b) The Issuer shall not cause or permit (a) any of its Wholly Owned Subsidiaries to Guarantee any Credit Facility Indebtedness or capital markets debt securities of the Issuer or any Guarantor or (b) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a CFC Holdco) to Incur (other than any Guarantee) Credit Facility Indebtedness or capital markets debt securities (for the avoidance of doubt, other than the Convertible Notes), in each case, unless such Subsidiary is a Guarantor or within 30 days thereof executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, delivers to the Collateral Agent and/or the Intercreditor Agent (as applicable) such joinders, amendments or supplements to the Security Collateral Documents as shall be necessary in order to grant provide for a valid and perfected first priority Liens on such Restricted Subsidiary’s assets constituting Collateral to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) secure such Guarantee on terms described in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant Documents and delivers to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture Guarantee Agreement and any other documents required to be delivered have each applicable Collateral Document has been duly authorized, executed and delivered by such Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable Obligations obligation of such Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Restricted Subsidiary and (ii) the Security Documents that is not otherwise required to be a Guarantor to become a Guarantor, in which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by case such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated required to cause such Restricted Subsidiary to Guarantee comply with the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result 30-day period described in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Section 4.11.

Future Guarantors. (a) If the Parent Guarantor Company organizes or acquires any of its Domestic Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateDate (each a “New Domestic Restricted Subsidiary”) that, then after giving pro forma effect to the Parent Guarantor shall cause acquisition or organization of such newly acquired New Domestic Restricted Subsidiary or created Subsidiaries (if applicable), together with each other New Domestic Restricted Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company that has not theretofore become a Guarantor, has consolidated assets or a Guarantor Consolidated EBITDA which exceeds 5 percent of the type specified under clauses (1) or (2) total consolidated assets, as of the definition end of “Indebtedness”)the most recently completed fiscal quarter for which financial statements are internally available, at or total Consolidated EBITDA, for the most recent preceding four fiscal quarters for which time such Subsidiary financial statements are internally available, of the Company and its Restricted Subsidiaries, the Company shall: : (1i) execute and deliver (and cause each such New Domestic Restricted Subsidiary to execute and deliver) to the Trustee a supplemental indenture in form reasonably satisfactory to the form attached as Exhibit D hereto Trustee pursuant to which each such New Domestic Restricted Subsidiary shall unconditionally guarantee, guarantee on a an unsecured senior basis, basis all of the Company’s Obligations Issuers’ obligations under this Indenture the Securities and the Notes on the terms set forth in this Indenture; ; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable Obligations obligation of such Subsidiary New Domestic Restricted Subsidiary; and (iiiii) the Security Documents cause each New Domestic Restricted Subsidiary to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby promptly execute and deliver to the extent permitted under applicable lawTrustee a Guarantee. (b) Notwithstanding After the foregoing, any Guarantee execution of the Notes created a supplemental indenture pursuant to the provisions described in paragraph clause (a) above may provide by its terms that it will of this Section 4.18, each such New Domestic Restricted Subsidiary party thereto shall be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date a Guarantor for all purposes of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If The Issuer shall cause each Restricted Subsidiary that Guarantees any Indebtedness of the Parent Guarantor Issuer or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become Guarantors (excluding a Guarantor (in the event that such Subsidiary provides a guarantee Guarantee of any other Indebtedness of the Company or a Non-Guarantor of the type specified under clauses (1Restricted Subsidiary issued by a Non-Guarantor Restricted Subsidiary) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged Supplemental Indenture pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Restricted Subsidiary is shall unconditionally Guarantee, on a party create a valid perfected Lien joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Collateral covered thereby Notes on a senior or pari passu basis and all other obligations under this Indenture, unless such other Indebtedness is Senior Debt, in which case the Guarantee may be subordinated to the guarantee of such Senior Debt to the same extent permitted under applicable lawas the Notes are subordinated to such Senior Debt. (b) Notwithstanding Section 4.11(a), in the foregoingevent any Guarantor is released and discharged in full from all of its obligations under Guarantees of (1) each Credit Agreement and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries, any then the Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will such Guarantor shall be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by discharged; provided that such Restricted Subsidiary (including has not incurred any deemed release upon payment Indebtedness or issued any Preferred Stock in full of all reliance on its status as a Guarantor under Section 4.03 unless such Guarantor’s obligations under such Debt other than Indebtedness or Preferred Stock, as a result of payment under such guarantee)the case may be, at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment so incurred are satisfied in full of all obligations and discharged or are otherwise permitted under such Debt other than as a result of payment under such guarantee); or (2) the release one of the Guarantees on exceptions available at the terms and conditions and in the circumstances described in time of such release to Restricted Subsidiaries under Section 11.08 hereof4.03(b). (c) Each additional Note Guarantee will shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor Each Guarantee shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result released in (i) any liability for the officers, directors or shareholders accordance with Article Ten of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Indenture.

Future Guarantors. (a) If on or after the Parent Issue Date (1) a Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor Guarantees the Credit Agreement, or (2) the Issuers or any of its their Restricted Subsidiaries acquires or creates another a Wholly Owned Domestic Subsidiary after (other than an Immaterial Subsidiary) and such Wholly Owned Domestic Subsidiary Guarantees the Issue DateCredit Agreement, then then, in each case, the Parent Guarantor Issuers shall cause such newly acquired or created Wholly Owned Domestic Subsidiary to become a Guarantor and execute and deliver (in within five Business Days of guaranteeing the event that such Subsidiary provides Credit Agreement or becoming a guarantee of any other Indebtedness of Wholly Owned Domestic Subsidiary, as the Company or a Guarantor of case may be) to the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee a supplemental indenture substantially in the form attached as of Exhibit D hereto C hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally guaranteeGuarantee, on a senior basisjoint and several basis with the other Guarantors, all the full and prompt payment of the Company’s Obligations under this Indenture principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on the terms set forth in a senior basis and all other obligations under this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding The Issuers shall not permit any Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee the foregoingCredit Agreement unless such Wholly Owned Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto, any Guarantee pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically on a senior basis and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of all other obligations under this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will shall be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result released in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including accordance with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.Article X.

Future Guarantors. (a) If On the Parent Guarantor Issue Date or thereafter, if any Restricted Subsidiary that is a Wholly-Owned Subsidiary (other than an Immaterial Subsidiary), including any newly-acquired or newly-created Restricted Subsidiary that is a Wholly-Owned Subsidiary, is or becomes a borrower under the Senior Credit Facilities or Guarantees the Obligations under the Senior Credit Facilities or any other syndicated loan or capital markets Debt of the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Dateof at least $40.0 million in aggregate principal amount, then the Parent Guarantor that Restricted Subsidiary shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee by execution of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture substantially in the form attached as of Exhibit D B hereto within 30 days of the date of such event, pursuant to which such Subsidiary shall will irrevocably and unconditionally guaranteeGuarantee, on a senior joint and several basis, all the full and prompt payment of the Company’s principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other Obligations under this Indenture and the Notes on the terms set forth in this Indenture; ; provided, however, that (2x)(i) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such no Unrestricted Subsidiary Guarantor shall be required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent become a Guarantor or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, within 30 days of which such it shall provide a Guarantee as contemplated above and (y) no Restricted Subsidiary that is a party create Foreign Subsidiary shall be required to become a valid perfected Lien on Guarantor unless it becomes a borrower under the Collateral covered thereby to Senior Credit Facilities or Guarantees Obligations under the extent permitted Senior Credit Facilities or under applicable lawany other syndicated loan or capital markets Debt of the Company or any of its Restricted Subsidiaries that is not a Foreign Subsidiary of at least $40.0 million in aggregate principal amount. (b) Notwithstanding The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall only be required to execute and deliver a supplemental indenture to this Indenture substantially in the foregoing, any form of Exhibit B hereto providing for a Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee by a Restricted Subsidiary will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally. (d) or other considerations under applicable law. Notwithstanding Each Note Guarantee shall be released in accordance with the provisions of Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses10.06.

Future Guarantors. If on or after the Issue Date (a1) If a Domestic Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor Guarantees the Parent Guarantor Credit Agreement, or (2) the Company or any of its Restricted Subsidiaries acquires or creates another a Domestic Subsidiary after (other than an Immaterial Subsidiary) and such Domestic Subsidiary Guarantees the Issue DateCredit Agreement, then then, in each case, the Parent Guarantor shall Company shall, subject to applicable Gaming Laws, cause such newly acquired or created Domestic Subsidiary to become a Guarantor and execute and deliver (within five Business Days of guaranteeing the Credit Agreement or becoming a Domestic Subsidiary, as the case may be) to the Trustee and Agent a supplemental indenture substantially in the event that form of Exhibit B hereto, pursuant to which such Domestic Subsidiary provides shall unconditionally Guarantee, on a guarantee joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, in respect of the Notes on a senior basis and all other obligations under this Indenture. The Company shall not permit any Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee the Credit Agreement unless such Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and delivers to the Trustee and Agent a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Domestic Subsidiary shall, subject to applicable Gaming Laws, unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on a senior basis and all other obligations under this Indenture. Each Guarantee shall be released in accordance with Article X. Maintenance of Office or Agency. The Company will maintain an office or agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange. The corporate trust office of the Agent, which initially shall be located at U.S. Bank National Association, as Trustee, Registrar and Xxxxxxxx Xxxxx, XX-XX-0000, Xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxxx X Xxxxxx, Vice President, Phone: 000-000-0000, Facsimile: 000-000-0000, shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee and the Agent of any change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and the Agent with the address thereof, such presentations and surrenders may be made or served at the corporate trust office of the Agent, and the Company hereby appoints the Agent as its agent to receive all such presentations and surrenders. The Company may also from time to time designate one or more other Indebtedness offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation. The Company will give prompt written notice to the Agent of any such designation or rescission and any change in the location of any such other office or agency. Corporate Existence. Except as otherwise provided in this Article III, Article IV and Section 10.2(b) and the ability of the Company or a Guarantor Restricted Subsidiary to convert (or similar action) to another form of legal entity under the laws of the type specified jurisdiction under clauses (1) which the Company or (2) of the definition of “Indebtedness”)Restricted Subsidiary then exists, at which time such Subsidiary shall: (1) execute a supplemental indenture the Company will do or cause to be done all things necessary to preserve and keep in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture full force and effect its corporate existence and the Notes on corporate, partnership, limited liability company or other existence of each Restricted Subsidiary; provided, however, that the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor Company shall not be required to be pledged pursuant to preserve any such corporate, partnership, limited liability company or other existence of any Restricted Subsidiary if the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trusteerespective Board of Directors or, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders a Restricted Subsidiary, senior management of the Company’sCompany determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than taken as a result of payment under such guarantee)whole, at a time when: (A) no other Indebtedness of either Companyand that the loss thereof is not, the Parent Guarantor or and will not be, disadvantageous in any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes material respect to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesHolders. [Reserved]. [Reserved].

Future Guarantors. (a) If Each Subsidiary of the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary Corporation created after the Issue Date, then the Parent Guarantor Date shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event "Restricted Subsidiary" as at such time that such it becomes a Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of Corporation unless designated an Unrestricted Subsidiary pursuant to the type specified under clauses (1) or (2) last paragraph of the definition of “Indebtedness”), at which time such Subsidiary shall:"Unrestricted Subsidiary". (1b) Each of the Corporation and the Issuer will cause each Subsidiary that becomes a Restricted Subsidiary of the Corporation or the Issuer, to execute and deliver to the Trustee a supplemental indenture in to this Indenture, the form of which is attached as Exhibit D hereto B hereto, concurrently with becoming a Restricted Subsidiary of the Issuer or the Corporation, pursuant to which such Restricted Subsidiary shall will unconditionally guarantee, on a senior joint and several basis, all the full and prompt payment of the Company’s Obligations under this Indenture principal of, premium, if any, and interest in respect of the Notes on the terms set forth in this Indenture; a senior secured basis (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) provided in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents;) and all other obligations under this Indenture. (3c) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, Such Guarantee constitutes a valid, binding and enforceable Obligations obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by Bankruptcy Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. (d) Each Restricted Subsidiary and (ii) that becomes a Guarantor on or after the Security Documents to which such Subsidiary is Issue Date shall also become a party create a valid perfected Lien on to the applicable Collateral covered thereby Documents and the Intercreditor Agreement and, to the extent permitted required by this Indenture, shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, hypothecs, deeds of trust (in substantially the same form as those executed and delivered with respect to the Notes Collateral and the ABL Collateral) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Collateral Agent a perfected first- priority or second-priority security interest, as the case may be (subject to Permitted Liens), in properties and assets that constitute Collateral as security for the Notes or the Guarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under applicable lawthe Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (ce) Each additional Note Guarantee will shall be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding released in accordance with Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses11.6.

Future Guarantors. If, on or after the Acquisition Closing Date, (a) If any Domestic Subsidiary of the Parent Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor guarantees or Incurs any Indebtedness under either Senior Credit Agreement or guarantees (i) the New Secured Notes or any Existing Notes or (ii) any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries acquires with an aggregate principal amount in excess of the greater of (x) $150.0 million and (y) 8.0% of Four Quarter Consolidated EBITDA (clauses (i) and (ii), collectively, “Certain Capital Markets Debt”) or creates another (b) the Issuer otherwise elects to have any Restricted Subsidiary after of the Issue DateIssuer become a Guarantor, then then, in each such case, the Parent Guarantor Issuer shall cause such newly acquired or created Restricted Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents pursuant to which such Restricted Subsidiary is shall become a party create Guarantor under this Indenture providing for a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guaranteea), at a time when: (A) no other such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness of either Company, under the Parent Guarantor applicable Senior Credit Agreement or any Subsidiary Guarantor such Certain Capital Markets Debt has been guaranteed or Incurred, as applicable, by such Restricted Subsidiary; or (B) provided, further, that the holders of all such other Indebtedness Restricted Subsidiaries that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations become guarantors under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees Senior Credit Agreements on the terms Acquisition Closing Date will enter into a supplemental indenture and conditions and will become Guarantors on the Acquisition Closing Date. Each Guarantee shall be released in the circumstances described in accordance with Section 11.08 hereof10.2(b). (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If the Parent Guarantor on or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datedate of this Fourth Supplemental Indenture, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or any Subsidiary of the Operating Partnership guarantees the Operating Partnership’s indebtedness under, or otherwise becomes an obligor with respect to, the Credit Agreement (if the Company or such Subsidiary, as the case may be, is not already a Guarantor of the type specified under clauses Notes), such entity (1each, a “Possible Future Guarantor”) shall immediately be and become, automatically and without the execution or (2) delivery of any supplemental indenture or other instrument or other action by any Person, jointly and severally with any other Guarantors of the definition Notes, a Guarantor of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant Notes and shall be subject to which such Subsidiary shall unconditionally guarantee, on a senior basis, and bound by all of the Company’s Obligations under this terms and provisions of the Indenture and applicable to a Guarantor of the Notes on (subject to Section 2.2(b)); provided that the terms set forth in this Indenture; Operating Partnership shall cause such Possible Future Guarantor to within thirty (230) calendar days, (i) execute and deliver to the Security Agent and/or Trustee a supplemental indenture substantially in the Intercreditor Agent (as applicable) form of Exhibit B to acknowledge such amendments or supplements to the Security Documents necessary Guarantee in order to grant to the Security Agent, for the benefit accordance with this Section 2.2 and Article Sixteen of the Trustee Indenture, and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, in addition to any other documents to be delivered to the Security Agent and Trustee pursuant to Section 903 of the Intercreditor Agent Base Indenture, an Opinion of Counsel to the effect that (ix) the execution of such supplemental indenture is authorized or permitted by the Base Indenture, and (y) such supplemental indenture and any other documents required to be delivered have indenture, has been duly authorized, executed and delivered by such Subsidiary by, and constitute legal, valid, is a valid and binding and enforceable Obligations obligation of such Subsidiary and (ii) the Security Documents entity, enforceable against such entity in accordance with its terms, subject to which customary exceptions. For so long as any Possible Future Guarantor provides a Guarantee, such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms Possible Future Guarantor shall agree that it waives and will be automatically and unconditionally released and discharged upon: (1) (with respect to not in any Guarantee created after manner whatsoever claim or take the date benefit or advantage of this Indenture) any right of reimbursement, indemnity or subrogation or any other rights against the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than Operating Partnership as a result of any payment by it under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their its guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee until the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result have been paid in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesfull.

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after After the Issue Date, then the Parent Guarantor Issuer shall cause such newly each Restricted Subsidiary that Guarantees obligations of the Issuer or another Guarantor under, or is a borrower or obligor under, the Credit Agreement or any other syndicated loan facility or capital markets debt (in each case, other than (x) Non-Recourse Debt, (y) Acquired Debt (other than Acquired Debt issued in connection with, or in contemplation of, any other Person merging, consolidating or amalgamating with or into, being acquired or created becoming a Restricted Subsidiary of, the Issuer or transferring assets to become a Guarantor the Issuer) and (in the event that z) guarantees of such Subsidiary provides a guarantee of Acquired Debt or any other Indebtedness of the Company Issuer or any Restricted Subsidiary to the extent a Guarantor Guarantee is required as a result of the type specified under clauses assumption by either the Issuer or any Restricted Subsidiary of such Acquired Debt pursuant to the terms of such Acquired Debt (1) or (2) of the definition of collectively, “IndebtednessGuarantor Obligation Debt”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or Trustee a supplemental indenture to this Indenture substantially in the Intercreditor Agent (as applicable) form of Exhibit B attached hereto within 30 days after the giving of such amendments Guarantee of, or supplements becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee which such Restricted Subsidiary will irrevocably and the holders of the Notes, a perfected security interest unconditionally (subject to Permitted Liens Section 10.06(a)) guarantee, on a joint and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trusteeseveral basis, the Security Agent or full and prompt payment of the Intercreditor Agent to give effect to principal of, premium, if any, and interest in respect of the foregoing; and (4) deliver to Notes on a senior basis and all other obligations under this Indenture. The Note Guarantee of any Guarantor shall be automatically released and discharged in accordance with the Trustee, the Security Agent and the Intercreditor Agent an Opinion provisions of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawSection 10.06(a). (b) Notwithstanding the foregoing, The Issuer at any Guarantee of the Notes created pursuant time at its sole option may cause any Restricted Subsidiary that is not a Guarantor to the provisions described in paragraph (a) above may provide become a Guarantor by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect executing a supplemental indenture to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If Upon the Parent expiration of the Escrow Period, the Issuer shall cause each Wholly Owned Domestic Subsidiary that Guarantees the Credit Agreement to execute and deliver to the Trustee and Agent a supplemental indenture substantially in the form of Exhibit C pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) From and after the expiration of the Escrow Period, if (1) a Domestic Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor Guarantees the Credit Agreement, or (2) the Company or any of its Restricted Subsidiaries acquires or creates another a Domestic Subsidiary after (other than an Immaterial Subsidiary) and such Domestic Subsidiary Guarantees the Issue DateCredit Agreement, then then, in each case, the Parent Guarantor shall Issuer shall, subject to applicable Gaming Laws, cause such newly acquired or created Domestic Subsidiary to become a Guarantor and execute and deliver (in within five Business Days of guaranteeing the event that such Subsidiary provides Credit Agreement or becoming a guarantee of any other Indebtedness of Domestic Subsidiary, as the Company or a Guarantor of case may be) to the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee and Agent a supplemental indenture substantially in the form attached as of Exhibit D hereto B hereto, pursuant to which such Domestic Subsidiary shall unconditionally guaranteeGuarantee, on a senior basisjoint and several basis with the other Guarantors, all the full and prompt payment of the Company’s Obligations under this Indenture principal of, premium, if any, interest and Additional Interest, in respect of the Notes on the terms set forth in a senior basis and all other obligations under this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors The Issuer shall not permit any Domestic Subsidiary (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(athan an Immaterial Subsidiary), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary directly or indirectly, to Guarantee the Notes to the extent that Credit Agreement unless such Guarantee by such Restricted Domestic Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary is a Guarantor or (ii) any significant costwithin five Business Days executes and delivers to the Trustee and Agent a supplemental indenture substantially in the form of Exhibit B hereto, expensepursuant to which such Domestic Subsidiary shall, liability or obligation (including subject to applicable Gaming Laws, unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or Notes on a Restricted Subsidiary of the Parent Guarantorsenior basis and all other obligations under this Indenture. (d) other than reasonable out of pocket expenses.Each Guarantee shall be released in accordance with Article X.

Future Guarantors. The Issuer will cause each Restricted Subsidiary that is not then the Issuer or a Subsidiary Guarantor that (a) If the Parent Guarantor or Incurs any Indebtedness under any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateXHR Credit Agreements, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any Additional Pari Passu Lien Obligations, any other Indebtedness Incurred pursuant to Section 4.08(d)(1) and/or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Company Issuer or a any Subsidiary Guarantor under any of the type specified under clauses (1XHR Credit Agreements, any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or (2) any Capital Markets Indebtedness of the definition of “Indebtedness”)Issuer or any other Subsidiary Guarantor, at which time such Subsidiary shall: (1) to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form attached as of Exhibit D E hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on become a senior basis, all of the Company’s Obligations Subsidiary Guarantor under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, providing for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.17 will not be expected applicable to give rise to or result in (i) any liability for the officers, directors or shareholders Guarantee of such any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or (ii) any significant costin contemplation of, expensesuch Person becoming a Restricted Subsidiary. Notwithstanding the foregoing, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Note Guarantee by a Subsidiary Guarantor or that is a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesIssuer will be automatically released pursuant to Section 10.05 hereof.

Future Guarantors. The Issuer shall cause: (a) If any future Restricted Subsidiary to provide a Guarantee of the Parent Guarantor or any of Notes immediately upon becoming a Restricted Subsidiary, unless the Issuer’s and its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness Subsidiaries’ proportionate share of the Company total assets (after intercompany eliminations) of such Restricted Subsidiary plus those of every other Restricted Subsidiary that does not Guarantee the Notes is equal to or a Guarantor less than 5% of the type specified under clauses (1) or (2) total assets of the definition of “Indebtedness”)Issuer and its Restricted Subsidiaries, at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached consolidated as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit end of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoingmost recently completed fiscal year; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (ib) such supplemental indenture and any other documents required additional Restricted Subsidiaries immediately to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee provide Guarantees of the Notes created pursuant to as will cause the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders non-Guarantor Restricted Subsidiaries’ share of the Company’s, total assets (after inter-company eliminations) of the Parent Guarantor’s or Issuer and the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other Guarantors to be equal to or less than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release 5% of the Guarantees on total assets of the terms Issuer and conditions its Restricted Subsidiaries, consolidated as of the end of the most recently completed fiscal year, if at any time the Issuer’s and in its Restricted Subsidiaries’ proportionate share of the circumstances described in Section 11.08 hereof. total assets (cafter intercompany eliminations) Each additional Note of the Restricted Subsidiaries that do not Guarantee will be limited the Notes is more than 5% of the total assets of the Issuer and its Restricted Subsidiaries, consolidated as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transferof the end of the most recently completed fiscal year. The Issuer, voidable preferencehowever, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such any Restricted Subsidiary to Guarantee become a Subsidiary Guarantor if the Notes to the extent that such Guarantee provision by such Restricted Subsidiary of a Guarantee would reasonably be expected to give rise to or result in (i) any liability for violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation Issuer (including with respect of any Taxes, but excluding any reasonable guarantee “whitewash” or similar fee payable procedures that would be required in order to enable such Guarantee to be provided in accordance with applicable law). Any Guarantee provided pursuant to this Section 10.09 shall be on the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable same terms as are set out of pocket expensesin Sections 10.01 to 10.08 hereof.

Future Guarantors. (a) If The Company will cause (i) each Non-Guarantor Subsidiary (other than an Excluded Subsidiary) that, on the Parent Issue Date or any time thereafter, becomes a borrower or Guarantees the Obligations under any of the Superpriority Credit Facility, the 2025 Credit Facility, the 2023 Credit Facility, the 2024 Notes, the New 2L Notes or the 2025 Euro Notes and (ii) each Non-Guarantor Subsidiary (other than an Excluded Subsidiary or an Immaterial Subsidiary) domiciled or organized in the United States or any Specified Jurisdiction that, on the Issue Date or any time thereafter, Guarantees any other Indebtedness for borrowed money of (a) the Company or any Guarantor or (b) any Non-Guarantor Subsidiary (and with respect to sub-clause (ii)(b), only to the extent such Indebtedness exceeds $10.0 million), to promptly execute and deliver to the Trustee and the Notes Collateral Agent a supplemental indenture to this Indenture, the form of its Restricted Subsidiaries acquires which is attached hereto as Exhibit C, pursuant to which such Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including additional interest, if any) in #96393093v27 respect of the Notes on a senior basis and all other Obligations under this Indenture, in each case, subject to the Collateral and Guarantee Requirements. (b) Each Subsidiary that becomes a Guarantor on or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to Date will also become a Guarantor (party to the applicable Collateral Documents and the applicable Intercreditor Agreements and will as promptly as practicable execute and deliver such joinder documents, security instruments, and financing statements, and, with respect to any Material Real Property located in the event that such Subsidiary provides United States, Mortgages, opinions of counsel, surveys and title insurance policies as required under Section 11.06, under this Indenture and Collateral Documents to the extent, and substantially in the form, delivered on the Issue Date or, if later, on the date first delivered (but no greater scope) as may be necessary to vest in the Notes Collateral Agent a guarantee of perfected security interest with the priority described in any applicable Intercreditor Agreement, in each case, subject to no Liens other Indebtedness than Permitted Liens and otherwise in the manner and to the extent set forth in the Collateral Documents and this Indenture and, subject to the terms of the Company applicable Intercreditor Agreements, in the properties and assets of such new Guarantor constituting Collateral as security for the Notes or a Guarantor the Note Guarantees, and thereupon all provisions of this Indenture and the type specified under applicable Intercreditor Agreements relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. (c) At each time of distribution of annual or quarterly financial information pursuant to clauses (1) or (2) of the definition of “Indebtedness”Section 4.06(a), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary Company shall unconditionally guarantee, on a senior basis, calculate the total assets and total revenues of all Immaterial Subsidiaries of the Company’s Obligations under this Indenture . In the event that the total assets or total revenues of all Immaterial Subsidiaries of the Company that Guarantee any Indebtedness of the Company or any Guarantor for borrowed money (other than Priority Secured Indebtedness or Pari Passu Secured Indebtedness) would exceed 10.0% of the total assets or total revenues (after intercompany eliminations) of the Company and the Notes its Subsidiaries, in each case determined in accordance with GAAP and as shown on the terms set forth Company’s consolidated balance sheet as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in this Indenture; (2) execute accordance with GAAP are available and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, its consolidated statement of operations for the benefit period of the Trustee and most recent four consecutive fiscal quarters ending on such balance sheet date, the holders Company shall, within 30 days of the Notesdate of distribution of such financial information, a perfected security interest (subject cause one or more Immaterial Subsidiaries of the Company that Guarantee any Indebtedness of the Company or any Guarantor for borrowed money to Permitted Liens provide Note Guarantees as and to the extent permitted under applicable lawrequired to cause the total assets and total revenues of all Immaterial Subsidiaries of the Company not to exceed 10.0% of the total assets or total revenues (after intercompany eliminations) of the Company and its Subsidiaries, in each case, subject to the Collateral owned by such Subsidiary and Guarantee Requirements. (d) The obligations of each Guarantor required to will be pledged pursuant limited to the Security Documents; (3) take such further action and execute and deliver such other documents maximum amount as otherwise may be reasonably requested by the Trusteewill, the Security Agent or the Intercreditor Agent to give after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees of the foregoing; and (4Priority Secured Indebtedness or Pari Passu Secured Indebtedness) deliver and after giving effect to the Trustee, the Security Agent and the Intercreditor Agent an Opinion any collections from or payments made by or on behalf of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Guarantor in respect of the Obligations of such Subsidiary and (ii) other Guarantor under its Note Guarantee or pursuant to its contribution Obligations under this Indenture, result in the Security Documents to which Obligations of such Subsidiary is Guarantor under its Note Guarantee not constituting a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted preference, fraudulent conveyance or fraudulent transfer under federal or state law or any applicable foreign law. (be) Notwithstanding the foregoing, any Each Note Guarantee of the Notes created pursuant to a Guarantor shall be released in accordance with the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof10.06. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. If, after the Issue Date, (a) If any Domestic Subsidiary of CommScope (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then the Parent Issuer or a Guarantor guarantees or Incurs any Indebtedness under either of the Senior Credit Agreements, the Secured Notes Indenture, either indenture governing the Opco Notes or guarantees any capital markets Indebtedness of CommScope or any of its Restricted Subsidiaries acquires (including the Issuer) with an aggregate principal amount in excess of $150 million (“Certain Capital Markets Debt”) or creates another (b) CommScope or the Issuer otherwise elects to have any Restricted Subsidiary after the Issue Dateof CommScope become a Guarantor, then the Parent Guarantor then, in each such case, CommScope shall cause such newly acquired or created Restricted Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents pursuant to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations shall become a Guarantor under such Debt other than as this Indenture providing for a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be expected executed and delivered to give rise to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement, the Secured Notes Indenture, the indentures governing the Opco Notes or result in (i) any liability for the officers, directors such Certain Capital Markets Debt has been guaranteed or shareholders of Incurred by such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including Subsidiary. Each Guarantee shall be released in accordance with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesSection 10.2(b).

Future Guarantors. (a) If the Parent Guarantor on or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datedate of this Sixth Supplemental Indenture, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or any Subsidiary of the Operating Partnership guarantees the Operating Partnership’s indebtedness under, or otherwise becomes an obligor with respect to, the Credit Agreement (if the Company or such Subsidiary, as the case may be, is not already a Guarantor of the type specified under clauses Notes), such entity (1each, a “Possible Future Guarantor”) shall immediately be and become, automatically and without the execution or (2) delivery of any supplemental indenture or other instrument or other action by any Person, jointly and severally with any other Guarantors of the definition Notes, a Guarantor of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant Notes and shall be subject to which such Subsidiary shall unconditionally guarantee, on a senior basis, and bound by all of the Company’s Obligations under this terms and provisions of the Indenture and applicable to a Guarantor of the Notes on (subject to Section 2.2(b)); provided that the terms set forth in this Indenture; Operating Partnership shall cause such Possible Future Guarantor to within thirty (230) calendar days, (i) execute and deliver to the Security Agent and/or Trustee a supplemental indenture substantially in the Intercreditor Agent (as applicable) form of Exhibit B to acknowledge such amendments or supplements to the Security Documents necessary Guarantee in order to grant to the Security Agent, for the benefit accordance with this Section 2.2 and Article Sixteen of the Trustee Indenture, and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, in addition to any other documents to be delivered to the Security Agent and Trustee pursuant to Section 903 of the Intercreditor Agent Base Indenture, an Opinion of Counsel to the effect that (ix) the execution of such supplemental indenture is authorized or permitted by the Base Indenture, and (y) such supplemental indenture and any other documents required to be delivered have indenture, has been duly authorized, executed and delivered by such Subsidiary by, and constitute legal, valid, is a valid and binding and enforceable Obligations obligation of such Subsidiary and (ii) the Security Documents entity, enforceable against such entity in accordance with its terms, subject to which customary exceptions. For so long as any Possible Future Guarantor provides a Guarantee, such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms Possible Future Guarantor shall agree that it waives and will be automatically and unconditionally released and discharged upon: (1) (with respect to not in any Guarantee created after manner whatsoever claim or take the date benefit or advantage of this Indenture) any right of reimbursement, indemnity or subrogation or any other rights against the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than Operating Partnership as a result of any payment by it under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their its guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee until the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result have been paid in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesfull.

Future Guarantors. If, on or after the Acquisition Closing Date, (a) If any Domestic Subsidiary of the Parent Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor guarantees or Incurs any Indebtedness under either Senior Credit Agreement or guarantees (i) the New Unsecured Notes or any Existing Notes or (ii) any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries acquires with an aggregate principal amount in excess of the greater of (x) $150.0 million and (y) 8.0% of Four Quarter Consolidated EBITDA (clauses (i) and (ii), collectively, “Certain Capital Markets Debt”) or creates another (b) the Issuer otherwise elects to have any Restricted Subsidiary after of the Issue DateIssuer become a Guarantor, then then, in each such case, the Parent Guarantor Issuer shall cause such newly acquired or created Restricted Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the Intercreditor Agent same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred, as applicable) , by such amendments Restricted Subsidiary; provided, further, that the Restricted Subsidiaries that become guarantors under the Senior Credit Agreements on the Acquisition Closing Date will enter into a supplemental indenture and will become Guarantors on the Acquisition Closing Date. Each Person that becomes a Guarantor on or supplements after the Acquisition Closing Date shall also become a party to the applicable Security Documents necessary 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 order to grant substantially the same form as those executed and delivered with respect to the Security AgentCollateral on the Acquisition Closing Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Acquisition Closing Date (to the extent, for and substantially in the benefit of form, delivered on the Trustee and Acquisition Closing Date or the holders of date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Notes, Collateral Agent a perfected first-priority security interest (subject to Permitted Liens 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 Guarantee and as may be necessary to have such property or asset added to the extent permitted Collateral as required under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby shall be deemed to relate to such properties and assets to the same extent permitted under applicable lawand with the same force and effect. Each Guarantee shall be released in accordance with Section 10.2(b). (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If Upon the Parent Guarantor or any consummation of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateAcquisition, then the Parent Guarantor Issuer shall cause such newly acquired or created Subsidiary the SD Guarantor to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2i) execute and deliver to the Security Agent and/or Trustee a supplemental indenture, pursuant to which the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit SD Guarantor shall Guarantee payment of the Trustee Notes on the same terms and the holders of the Notesconditions as those set forth in this Indenture, a perfected security interest and (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture complies with the requirements of this Section 4.11 and has been duly authorized, executed and delivered by the SD Guarantor and constitutes a legal, valid, binding and enforceable obligation of the SD Guarantor. (b) The Issuer shall not cause or permit (a) any of its Wholly Owned Subsidiaries to Guarantee any Credit Facility Indebtedness or capital markets debt securities of the Issuer or any Guarantor or (b) any of its Restricted Subsidiaries (other documents required than a Foreign Subsidiary or a CFC Holdco) to be delivered have Incur (other than any Guarantee) Credit Facility Indebtedness or capital markets debt securities (for the avoidance of doubt, other than the Convertible Notes), in each case, unless such Subsidiary is a Guarantor or within 30 days thereof executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement has been duly authorized, executed and delivered by such Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable Obligations obligation of such Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Restricted Subsidiary and (ii) the Security Documents that is not otherwise required to be a Guarantor to become a Guarantor, in which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by case such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated required to cause such Restricted Subsidiary to Guarantee comply with the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result 30­day period described in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Section 4.11.

Future Guarantors. Each Restricted Subsidiary of the Company organized under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia that is required to Guarantee the Notes (aand thereby become a Guarantor) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor Date pursuant to Section 4.17 shall cause such newly acquired or created Subsidiary to become a Guarantor promptly (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1i) execute and deliver to the Trustee a supplemental indenture indenture, in substantially the form attached hereto as Exhibit D hereto D, pursuant to which such Restricted Subsidiary shall unconditionally guaranteeGuarantee, on a senior secured basis, all of the Company’s Obligations under this Indenture and the Notes on upon the terms set forth in this Indenture; Indenture and (2ii) execute and deliver to the Security Collateral Agent and/or a joinder agreement to each of the Intercreditor Agent (as applicable) such amendments or supplements to the applicable Security Documents necessary in order to grant to defining the Security Agent, for the benefit terms of the Trustee security interests that secure payment and the holders performance when due of the Notes, a and take all actions required by the Security Documents to cause the Notes Liens created thereunder to be duly perfected security interest (subject to Permitted Liens and to the extent permitted under in accordance with applicable law) , including the execution and delivery of other applicable Security Documents and the filing of financing statements in the Collateral owned by jurisdictions of incorporation or formation of such Subsidiary Guarantor required to be pledged pursuant to and where such Guarantor’s assets are located. Concurrently with the Security Documents; (3) take execution and delivery of such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trusteesupplemental indenture, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) Company shall deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel and an Officer’s Certificate (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that (i) such supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such Subsidiary Guarantor and constitute legal, valid, that such supplemental indenture is a legally valid and binding and enforceable Obligations obligation of such Subsidiary and (ii) the Security Documents to which Guarantor, enforceable against such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described Guarantor in paragraph (a) above may provide by accordance with its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect and/or to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary matters as the Trustee may reasonably request (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guaranteesubject to customary exceptions, assumptions and qualifications); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. If, after the Issue Date, (a) If any Domestic Subsidiary of Holdings (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then the Parent Issuer or a Guarantor guarantees or Incurs any Indebtedness under either Senior Credit Agreement, the Unsecured Notes Indenture or either Opco Notes Indenture or guarantees any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries acquires with an aggregate principal amount in excess of $150 million (“Certain Capital Markets Debt”) or creates another (b) the Issuer otherwise elects to have any Restricted Subsidiary after become a Guarantor, then, in each such case, the Issue Date, then the Parent Guarantor Issuer shall cause such newly acquired or created Restricted Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the Intercreditor Agent (same terms and conditions as applicable) such amendments or supplements those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement, the Unsecured Notes Indenture, applicable Opco Notes Indenture or such Certain Capital Markets Debt has been guaranteed or Incurred by such Restricted Subsidiary. Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Security Documents necessary and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in order to grant substantially the same form as those executed and delivered with respect to the Security AgentCollateral on the Issue Date or on the date first delivered in the case of Collateral which this Indenture provides may be delivered after the Issue Date (to the extent, for and substantially in the benefit of form, delivered on the Trustee and Issue Date or the holders of date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Notes, Secured Notes Collateral Agent a perfected first-priority security interest (subject to Permitted Liens 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 Guarantee and as may be necessary to have such property or asset added to the extent permitted Collateral as required under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby shall be deemed to relate to such properties and assets to the same extent permitted under applicable lawand with the same force and effect. Each Guarantee shall be released in accordance with Section 10.2(b). (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. The Issuer will cause each Restricted Subsidiary that is not then the Issuer or a Subsidiary Guarantor that (a) If the Parent Guarantor or Incurs any Indebtedness under any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateXHR Credit Agreements, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any Additional Pari Passu Lien Obligations, any other Indebtedness Incurred pursuant to Section 4.08(d)(1) and/or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Company Issuer or a any Subsidiary Guarantor under any of the type specified under clauses (1XHR Credit Agreements, any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or (2) any Capital Markets Indebtedness of the definition of “Indebtedness”)Issuer or any other Subsidiary Guarantor, at which time such Subsidiary shall: (1) to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form attached as of Exhibit D E hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on become a senior basis, all of the Company’s Obligations Subsidiary Guarantor under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, providing for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.17 will not be expected applicable to give rise to or result in (i) any liability for the officers, directors or shareholders Guarantee of such any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or (ii) any significant costin contemplation of, expensesuch Person becoming a Restricted Subsidiary. Notwithstanding the foregoing, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Note Guarantee by a Subsidiary Guarantor or that is a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesIssuer will be automatically released pursuant to Section 10.05 hereof.

Future Guarantors. (a) If the Parent Guarantor On or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall 30 29 Company will cause such newly acquired or created each Domestic Restricted Subsidiary (other than the Receivables Subsidiary) that Incurs Indebtedness pursuant to become a Guarantor clause (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2a) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant Section 1011 to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents pursuant to which such Domestic Restricted Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically irrevocably and unconditionally released Guarantee, as primary obligor and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’snot merely as a surety, on an unsecured senior basis, the Parent Guarantor’s performance and punctual payment when due, whether at Stated Maturity, by acceleration or the Subsidiary Guarantor’s Debt described in paragraph (a) aboveotherwise, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations of the Company under such Debt other than as a result the Indenture and the 8% Notes, whether for payment of payment under such guarantee)principal of or interest on the 8% Notes, at a time when: expenses, indemnification or otherwise (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted obligations being herein called the "Guaranteed Obligations"). The Subsidiary also release their guarantee by such Restricted Subsidiary Guarantors will agree to pay, in addition to the amount stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any deemed release upon payment in full of all obligations rights under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Subsidiary Guaranties. Each additional Note Guarantee Subsidiary Guaranty will be limited as necessary in amount to recognize certain defences generally available an amount not to guarantors (including those exceed the maximum amount that relate can be Guaranteed by the applicable Subsidiary Guarantor without rendering such Subsidiary Guaranty voidable under applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally. Initially there will be no Restricted Subsidiary that will be required to issue a Subsidiary Guaranty of the 8% Notes. Each Subsidiary Guaranty will be a continuing guarantee and shall (a) or other considerations under applicable law. Notwithstanding Section 4.17(a)remain in full force and effect until payment in full of all the Guaranteed Obligations, (b) be binding upon each Subsidiary Guarantor and (c) enure to the benefit of and be enforceable by the Trustee, the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officersHolders and their successors, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensestransferees and assigns.

Future Guarantors. (a) If the Parent Guarantor Company organizes or acquires any of its Domestic Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateDate (each a "New Domestic Restricted Subsidiary") ---------------------------------- that, then after giving pro forma effect to the Parent Guarantor shall cause acquisition or organization of such newly acquired New Domestic Restricted Subsidiary or created Subsidiaries (if applicable), together with each other New Domestic Restricted Subsidiary to become a Guarantor (in of the event that such Subsidiary provides a guarantee Company, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of any other Indebtedness the total consolidated assets, as of the end of the most recently completed fiscal quarter for which financial statements are available, or total Consolidated EBITDA, for the most recent preceding four fiscal quarters for which financial statements are available, of the Company or a Guarantor of and its Restricted Subsidiaries, the type specified under clauses Company shall: (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2i) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements Trustee a supplemental indenture in form reasonably satisfactory to the Security Documents necessary in order Trustee pursuant to grant to the Security Agent, for the benefit which each such New Domestic Restricted Subsidiary shall unconditionally guarantee all of the Trustee Company's obligations under the Securities and the holders of the Notes, a perfected security interest this Indenture; (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable Obligations obligation of such Subsidiary New Domestic Restricted Subsidiary; and (iiiii) the Security Documents cause each New Domestic Restricted Subsidiary to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby promptly execute and deliver to the extent permitted under applicable lawTrustee a Guarantee. (b) Notwithstanding Following the foregoing, execution and delivery of a Guarantee by any Guarantee New Domestic Restricted Subsidiary of the Notes created Company pursuant to the provisions described in paragraph clause (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) Section 4.20, the release Company and each New Domestic Restricted Subsidiary subsequently acquired or organized by the holders Company shall comply with clauses (i)-(iii) of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (aSection 4.20(a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary After the execution of a supplemental indenture pursuant to recognize certain defences generally available to guarantors clause (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generallya) or other considerations under applicable law. Notwithstanding (b) of this Section 4.17(a)4.20, the Parent Guarantor shall not be obligated to cause each such New Domestic Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably party thereto shall be expected to give rise to or result in (i) any liability a Guarantor for the officers, directors or shareholders all purposes of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Indenture.

Future Guarantors. (a) If the Parent Guarantor or shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries acquires (and domestic non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the Global Revolver or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Capital Markets Indebtedness of the Company Issuer or any Guarantor), other than the Issuer, a Guarantor or an Excluded Subsidiary, to guarantee the payment of (i) any Indebtedness of the type specified Issuer or any Guarantor under clauses the Credit Facilities incurred under clause (1i) of Section 4.03(b) or (2ii) any Capital Markets Indebtedness of the definition Issuer or any Guarantor having an aggregate principal amount outstanding in excess of “Indebtedness”)$50.0 million, at which time such Subsidiary shallunless: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered this Indenture providing for a Guarantee by such Subsidiary and constitute legalRestricted Subsidiary, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (except with respect to any Guarantee created after the date a guarantee of this Indenture) the release by the holders Indebtedness of the Company’s, Issuer or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Parent Notes or such Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) aboveGuarantee, of their any such guarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee and (including ii) executes and delivers a supplement or joinder to the Security Documents or new Security Documents and takes all actions required thereunder to perfect the Liens created thereunder; and (ii) such Restricted Subsidiary waives and will not in any deemed release upon payment in full manner whatsoever claim or take the benefit or advantage of, any rights of all obligations under such Debt reimbursement, indemnity or subrogation or any other than applicable rights against Parent or any Restricted Subsidiary as a result of any payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their under its Guarantee; provided that this Section 4.11 will not be applicable to any guarantee by such 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. Parent may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary will be required to comply with clause (including i) and (ii) above and such Guarantee may be released at any deemed release upon payment time in full of all obligations under Parent’s sole discretion. Notwithstanding the foregoing, each such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will may be limited as necessary to recognize certain defences defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences defenses affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Each Guarantee shall be released in accordance with Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses10.03.

Future Guarantors. (a) If the Parent Guarantor Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue DateDate or if any Wholly Owned Domestic Subsidiary ceases to be an Excluded Subsidiary then, then within 45 days of the Parent Guarantor shall cause date of such newly acquired acquisition or created creation, as applicable, such Subsidiary to must become a Guarantor (and execute a supplemental indenture substantially in the event that form of Exhibit C hereto and deliver an Officer’s Certificate to the Trustee as to the satisfaction of all conditions precedent to such Subsidiary provides a execution under this Indenture. For the avoidance of doubt, no opinion of counsel shall be required to be delivered to the Trustee in connection with the execution of such supplemental indenture. (b) The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee of any other Indebtedness of the Company or any Guarantor (including, but not limited to, any Indebtedness under any Debt Facility) unless such Restricted Subsidiary is a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute substantially simultaneously executes and delivers a supplemental indenture substantially in the form attached of Exhibit C hereto providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which guarantee shall be (i) senior in right of payment to such Restricted Subsidiary’s guarantee of such other Indebtedness if such other Indebtedness is by its express terms subordinated in right of payment to the Notes or such guarantee of the Notes and (ii) pari passu in right of payment with such Restricted Subsidiary’s guarantee of such other Indebtedness if otherwise. (c) The obligations of each Guarantor will be limited to the maximum amount as Exhibit D hereto will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the New ABL Revolving Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations its contribution obligations under this Indenture Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (d) Each Restricted Subsidiary that becomes a Guarantor on or after the Issue Date shall also become a party to the Collateral Documents and the Notes on the terms set forth in this Indenture; (2) Intercreditor Agreement and any Junior Lien Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust and certificates as may be necessary to vest in the Notes Collateral Agent a perfected first or second priority security interest, as the case may be, (subject to Permitted Liens) upon all its properties and assets (other than Excluded Assets) as security for the Notes Obligations and as may be necessary to have such property or asset added to the Security Agent and/or Collateral as required under the Intercreditor Agent (as applicable) such amendments or supplements Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Security Documents necessary in order Collateral shall be deemed to grant relate to such properties and assets to the Security Agentsame extent and with the same force and effect; provided, however, that if granting such first or second priority security interest, as the case may be, in any such property or asset requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Notes Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee behalf of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofSecured Parties. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If the Parent Guarantor or The Company shall cause each Person that becomes a Wholly-Owned Restricted Subsidiary, other than any of its Restricted Subsidiaries acquires or creates another Subsidiary Immaterial Subsidiary, after the Issue Date, then the Parent Guarantor shall and may at its option cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)Restricted Subsidiary, at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents this Indenture pursuant to which such Restricted Subsidiary is will, subject to Section 4.15(d), irrevocably and unconditionally Guarantee, on a party create joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under this Indenture on a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawsenior second lien secured basis. (b) Notwithstanding Each Restricted Subsidiary that becomes a Guarantor will also, solely to the foregoing, any Guarantee extent such Guarantor is required to grant security in favour of the Notes created pursuant Senior Agent, become a party to or deliver the applicable Collateral Documents and shall, as promptly as practicable, execute and/or deliver such security instruments, financing statements, certificates, and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but of no greater scope)) as may be necessary to vest in the Collateral Agent a perfected Second Ranking Lien in all personal property that constitutes Collateral for the Notes or the Note Guarantees and as may be necessary to have such Property added to the Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) Indenture relating to the release by Collateral shall be deemed to relate to such Property to the holders of same extent and with the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms same force and conditions and in the circumstances described in Section 11.08 hereofeffect. (c) Each additional Note Guarantee will shall be limited as necessary released in accordance with Section 11.07. (d) Notwithstanding anything to recognize certain defences generally available the contrary contained in this Indenture, any future Note Guarantee provided pursuant to guarantors (including those this Section 4.15 by a Guarantor that relate is organized in a jurisdiction located outside of Canada or the United States may be a Limited Guarantee if the Board of Directors or Senior Management, in consultation with local counsel, makes a reasonable determination that such limitations are required due to fraudulent conveyance or transferlegal requirements within such jurisdiction, voidable preferenceprovided that if any such Guarantor provides a guarantee in favour of the Senior Agent and the Senior Lenders under the Credit Facility that is broader in scope than its Limited Guarantee, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent such Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee also guarantee the Notes to the same extent that such Guarantee by such Restricted Subsidiary would reasonably be expected pursuant to give rise its Note Guarantee. (e) If CNWL Spain provides a guarantee in favour of the Senior Agent and the Senior Lenders under the Credit Facility, the Company shall cause CNWL Spain to or result execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which CNWL Spain will, subject to Section 4.15(d) and Section 11.02, irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) Notes and all other than reasonable out of pocket expensesobligations under this Indenture on an unsecured basis.

Future Guarantors. (a) If the Parent Guarantor Promptly upon any person becoming a direct or any of its Restricted Subsidiaries acquires indirect Domestic Subsidiary (other than a Domestic Subsidiary that would not be a Designated Subsidiary, or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become that would be a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1Non-Material Subsidiary) or (2) of upon a Domestic Subsidiary that is a Designated Subsidiary no longer meeting the definition of “Indebtedness”)criteria for being a Non-Material Subsidiary, at which time such or upon a Domestic Subsidiary shall: (1) execute that is not a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Non-Material Subsidiary shall unconditionally guaranteebecoming a Designated Subsidiary, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture new or existing Domestic Subsidiary shall execute a guarantee of all of the obligations owing to the Lenders hereunder, substantially in the form of the Supplemental Guarantee attached hereto as Exhibit I- 1, and enter into a Supplemental Security Agreement and a Supplemental Securities Pledge Agreement (under which shares of any other documents required Foreign Subsidiary pledged by ASI or any Domestic Subsidiary to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable secure Domestic Obligations will not exceed 65% of such Subsidiary Foreign Subsidiary's voting capital) in respect of its obligations under such Supplemental Guarantee in such forms as the Administrative Agent may reasonably require, to the fullest extent permitted by applicable law, and (ii) the Security Documents to which Holding and ASI shall ensure that any Subsidiary holding shares of capital stock of such new or existing Domestic Subsidiary shall (unless such Subsidiary is already a party create a valid perfected Lien on Subsidiary Guarantor and such shares are pledged to the Collateral covered thereby Agent under an existing Security Document) enter into a Supplemental Guarantee substantially in the form of Exhibit I-1 and a Supplemental Securities Pledge Agreement, in such form as the Administrative Agent may reasonably require, with such changes in each thereof as shall be permitted by Section 10.10 or required by this Section 5.12 (all such Supplemental Guarantees, Supplemental Security Agreements and Supplemental Securities Pledge Agreements collectively the "Supplemental Documents"); provided that no new Supplemental Document shall be required, or the form of such Supplemental Document shall be modified, to the extent permitted under required to avoid (x) any violation of applicable lawlaw or material risk thereof or (y) any violation of the provisions of any joint venture or other material agreement governing or binding such Domestic Subsidiary or other Subsidiary or any material risk thereof. Any Domestic Subsidiary or other Subsidiary that cannot execute a Supplemental Document or whose Supplemental Document must be amended for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the applicable contractual restriction enter into a Supplemental Document or amend the existing Supplemental Document to comply with this Section 5.12(a) in a manner satisfactory to the Administrative Agent. Notwithstanding any other provision of this paragraph (a), no Finance Subsidiary or Unified Receivables Company shall be required to execute or deliver any Supplemental Document. (b) Notwithstanding Promptly upon any person becoming a direct or indirect Foreign Subsidiary (other than a Foreign Subsidiary that would not be a Designated Subsidiary, or that would be a Non-Material Subsidiary) or upon a Foreign Subsidiary that is a Designated Subsidiary no longer meeting the foregoingcriteria for being a Non-Material Subsidiary, any Guarantee or upon a Foreign Subsidiary that is not a Non-Material Subsidiary becoming a Designated Subsidiary, (i) such new or existing Foreign Subsidiary shall execute a guarantee of all of the Notes created pursuant obligations (other than the Domestic Obligations) owing to the provisions described Lenders hereunder, substantially in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders form of the Company’s, Supplemental Guarantee attached hereto as Exhibit I-2 and enter into a Supplemental Security Agreement and Supplemental Securities Pledge Agreement in such form as the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described Administrative Agent may reasonably require in paragraph (a) above, respect of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all its obligations under such Debt other than as a result of payment under such guarantee)Supplemental Guarantee, at a time when: (Aii) no other Indebtedness of either Company, the Parent Guarantor or Holding and ASI shall procure that any Subsidiary holding shares of capital stock in such new or existing Foreign Subsidiary shall (unless such Subsidiary is already a Subsidiary Guarantor has been guaranteed and such shares are pledged to the Collateral Agent under an existing Security Document) enter into a Supplemental Guarantee and a Supplemental Securities Pledge Agreement in such form as the Administrative Agent may reasonably require, which agreement shall, subject to the proviso below, grant a perfected security interest in the Securities held by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including to the fullest extent permitted by applicable law but under which shares of any deemed release upon payment in full such Foreign Subsidiary pledged by a Foreign Subsidiary will not secure Domestic Obligations and shares of all obligations under any such Debt other than as Foreign Subsidiary pledged by ASI or a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee Domestic Subsidiary will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes secure Domestic Obligations to the extent such shares exceed 65% of the issuer's voting capital) with such changes in each thereof as are permitted by Section 10.10 or required by this Section 5.12 (all such Supplemental Guarantees, Supplemental Securities Agreements and Supplemental Securities Pledge Agreements being collectively called the "Foreign Supplemental Documents"); provided that no new Foreign Supplemental Document shall be required or the form of such Guarantee by such Restricted Subsidiary would reasonably Foreign Supplemental Document shall be expected modified, to give rise the extent required to or result in avoid (iv) any violation of applicable law, (w) liability for of the officers, directors or shareholders of such Restricted Foreign Subsidiary, (x) violation of the provisions of any joint venture or other material agreement governing or binding such Foreign Subsidiary or its subsidiaries, (iiy) any significant cost, expense, liability or obligation (including with respect material risk of any Taxes, but excluding any reasonable guarantee of the foregoing or similar fee payable (z) costs which the Administrative Agent shall determine to be excessive in relation to the Parent Guarantor benefits that would be conferred by such Foreign Supplemental Document. Any Foreign Subsidiary that cannot execute a Foreign Supplemental Document or a Restricted Subsidiary whose Foreign Supplemental Document must be modified for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the Parent Guarantorapplicable contractual restriction enter into a Foreign Supplemental Document or amend the existing Foreign Supplemental Document to comply with this Section 5.12(b) other than reasonable out of pocket expensesin a manner satisfactory to the Administrative Agent.

Future Guarantors. (a) If the Parent Guarantor Issuer forms or acquires any Subsidiary (which, for the avoidance of doubt, shall include PLM upon consummation of the PLM Stock Participation Transaction), or any of its Restricted Subsidiaries acquires Subsidiary which is not a Guarantor ceases to constitute an Immaterial Subsidiary, on or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall Issuer will promptly, and in any event within forty-five (45) days after the date of such formation, acquisition or cessation (x) cause each such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guaranteeguarantee the Notes pursuant to one or more Note Guarantees, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on Issuer and such Subsidiary shall deliver to the terms set forth in this Indenture; Trustee such supplemental indenture, together with an Officers’ Certificate and Opinion of Counsel and (2y) cause each such Subsidiary to execute and deliver such Collateral Documents as shall be necessary to vest in the Security Collateral Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; property and assets (3other than Excluded Assets) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and to have such property and assets (iibut subject to the limitations set forth in the Collateral Documents) added to the Security Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such property and assets, and deliver certificates and Opinions of Counsel consistent with the ones delivered in the applicable jurisdiction in connection with other Collateral Documents to which or in the case of any jurisdiction where no Liens were previously granted, such certificates and Opinions of Counsel as are customary in such jurisdictions; provided, however, that no Subsidiary (A) that constitutes an Immaterial Subsidiary, for so long as such Subsidiary constitutes an Immaterial Subsidiary; (B) that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Issue Date or at the time of acquisition thereof after the Issue Date (and not entered into in contemplation of such acquisition), in each case, from providing a Note Guarantee or which would require consent, approval, license or authorization by any Governmental Authority to provide a Note Guarantee unless such consent, approval, license or authorization has been received; (C) that is a party create not-for-profit Subsidiary; (D) that is organized in a valid perfected Lien on jurisdiction other than the Collateral covered thereby United States (or any State thereof or the District of Columbia) or Mexico (or any State thereof); (E) for which a Note Guarantee by such entity would reasonably be expected to result in material adverse tax consequences as reasonably determined by the Issuer; and (F) for which the Issuer and the Trustee (at the direction of the Required Holders) reasonably agree that the cost or other consequences of providing a Note Guarantee is excessive in relation to the extent permitted under applicable lawvalue afforded thereby, in any the case of any of clauses (A)-(F), shall be required to become a Guarantor or be required to execute any supplemental indenture or documentation described in the foregoing clause (y). (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant Note Guarantees shall be limited to the provisions described in paragraph (a) above may provide by its terms maximum amount that it will be automatically and unconditionally released and discharged upon: (1) (with respect would not render the Guarantors’ respective obligations subject to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations avoidance under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofapplicable fraudulent conveyance laws. (c) Each additional Note Guarantee will shall be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding released in accordance with Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses10.08.

Future Guarantors. (a) If the Parent Guarantor or any (1)(x) The Issuer will cause each of its Restricted Subsidiaries acquires and each Subsidiary that becomes a borrower under the ABL Facility or creates another Subsidiary after that guarantees, on the Issue DateDate or any time thereafter, then any Indebtedness (including the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2ABL Facility and Second-Lien Notes) of the definition Issuer or any Guarantor and (y) PNCC will cause each of “Indebtedness”its Restricted Subsidiaries (other than the Issuer) and each of its Subsidiaries (other than the Issuer), at which time such Subsidiary shall: (1) execute that becomes a supplemental indenture in borrower under the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guaranteeABL Facility or that guarantees, on a senior basisthe Issue Date or any time thereafter, all any Indebtedness (including the ABL Facility and Second-Lien Notes) of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) Issuer or any Guarantor, to execute and deliver to the Security Agent and/or Trustee a supplemental indenture to this Indenture, the Intercreditor Agent (form of which is attached as Exhibit B hereto, concurrently with becoming a Restricted Subsidiary of the Issuer or PNCC or becoming a borrower or guarantor under the ABL Facility, the Second-Lien Notes or other Indebtedness, as applicable) , pursuant to which such amendments Restricted Subsidiary or supplements to Subsidiary, as the Security Documents necessary in order to grant to case may be, will unconditionally Guarantee, on a joint and several basis, the Security Agent, for the benefit full and prompt payment of the Trustee principal of, premium, if any, and the holders interest in respect of the Notes, Notes on a perfected security interest senior secured basis (subject to Permitted Liens and to the extent permitted under applicable law) as provided in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such all other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoingobligations under this Indenture; and (41) deliver to the Trustee, Trustee an Officer’s Certificate to the Security Agent and the Intercreditor Agent an Opinion of Counsel that effect that: (iA) such supplemental indenture and any other documents required to be delivered have Guarantee has been duly authorized, executed and delivered by ; and (B) such Subsidiary and constitute legal, Guarantee constitutes a valid, binding and enforceable Obligations obligation of such Subsidiary Restricted Subsidiary, except insofar as enforcement thereof may be limited by Bankruptcy Laws (including, without limitation, all laws relating to fraudulent transfers) and (ii) the Security Documents except insofar as enforcement thereof is subject to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawgeneral principles of equity. (b) Notwithstanding Each Restricted Subsidiary that becomes a Guarantor on or after the foregoing, any Guarantee of the Notes created pursuant Issue Date shall also become a party to the provisions described applicable Collateral Documents and the Intercreditor Agreements and, to the extent required by this Indenture, shall as promptly as practicable execute and deliver such security instruments, financing statements, Mortgages, deeds of trust (in paragraph (a) above may provide by its terms that it will be automatically substantially the same form as those executed and unconditionally released and discharged upon: (1) (delivered with respect to any Guarantee created after the date Notes Collateral and the ABL Collateral) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Collateral Agent a perfected first-priority or second-priority security interest, as the case may be (subject to Permitted Liens), in properties and assets that constitute Collateral as security for the Notes or the Guarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture) Indenture relating to the release by Collateral shall be deemed to relate to such properties and assets to the holders of same extent and with the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms same force and conditions and in the circumstances described in Section 11.08 hereofeffect. (c) Each additional Note Guarantee will shall be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding released in accordance with Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses11.06.

Future Guarantors. (a) If the Parent Guarantor Company organizes or acquires any of its Domestic Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateDate (each a "New Domestic Restricted Subsidiary") ---------------------------------- that, then after giving pro forma effect to the Parent Guarantor shall cause acquisition or organization of such newly acquired New Domestic Restricted Subsidiary or created Subsidiaries (if applicable), together with each other New Domestic Restricted Subsidiary to become a Guarantor (in of the event that such Subsidiary provides a guarantee Company, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of any other Indebtedness the total consolidated assets, as of the end of the most recently completed fiscal quarter for which financial statements are available, or total Consolidated EBITDA, for the most recent preceding 4 fiscal quarters for which financial statements are available, of the Company or a Guarantor of and its Restricted Subsidiaries, the type specified under clauses Company shall: (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2i) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements Trustee a supplemental indenture in form reasonably satisfactory to the Security Documents necessary in order Trustee pursuant to grant to the Security Agent, for the benefit which each such New Domestic Restricted Subsidiary shall unconditionally guarantee all of the Trustee Company's obligations under the Securities and the holders of the Notes, a perfected security interest this Indenture; (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary and constitute constitutes a legal, valid, binding and enforceable Obligations obligation of such Subsidiary New Domestic Restricted Subsidiary; and (iiiii) the Security Documents cause each New Domestic Restricted Subsidiary to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby promptly execute and deliver to the extent permitted under applicable lawTrustee a Subsidiary Guarantee. (b) Notwithstanding Following the foregoing, execution and delivery of a Subsidiary Guarantee by any Guarantee New Domestic Restricted Subsidiary of the Notes created Company pursuant to the provisions described in paragraph clause (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) Section 4.21, the release Company and each New Domestic Restricted Subsidiary subsequently acquired or organized by the holders Company shall comply with clauses (i)- (iii) of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (aSection 4.21(a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary After the execution of a supplemental indenture pursuant to recognize certain defences generally available to guarantors clause (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generallya) or other considerations under applicable law. Notwithstanding (b) of this Section 4.17(a)4.21, the Parent Guarantor shall not be obligated to cause each such New Domestic Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably party thereto shall be expected to give rise to or result in (i) any liability a Guarantor for the officers, directors or shareholders all purposes of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesthis Indenture.

Future Guarantors. (a) If The Issuer will cause each Domestic Subsidiary that Guarantees any Indebtedness of the Parent Guarantor or any Issuer to, at the same time such Restricted Subsidiary Guarantees such Indebtedness, execute and deliver to the Trustee a Note Guarantee pursuant to which such Restricted Subsidiary will unconditionally (subject to limitations determined by the Board of its Restricted Subsidiaries acquires or creates another Subsidiary after Directors of the Issue Date, then Issuer to be customary in order to prevent such Guarantee from constituting a fraudulent conveyance) Guarantee payment of the Parent Guarantor shall cause Notes on a joint and several senior unsecured basis (and if such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or Issuer is subordinated Indebtedness, the Guarantee by such Restricted Subsidiary of such Indebtedness shall be subordinated to the same extent to such Restricted Subsidiary's Note Guarantee). (b) The Note Guarantee of a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shallwill be automatically released: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, connection with any sale or other disposition of all or substantially all of the Company’s Obligations under this Indenture and assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Notes on Issuer, if the terms set forth in this Indenturesale or other disposition of all or substantially all of the assets of that Guarantor complies with Section 4.13; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit connection with any sale of all of the Trustee and the holders Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the NotesIssuer, a perfected security interest (subject to Permitted Liens and to if the extent permitted under applicable law) in the Collateral owned by sale of all such Subsidiary Capital Stock of that Guarantor required to be pledged pursuant to the Security Documentscomplies with Section 4.13; (3) take such further action and execute and deliver such other documents if the Issuer properly designates any Restricted Subsidiary that is a Guarantor as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; andan Unrestricted Subsidiary; (4) deliver in connection with any sale of Capital Stock of a Guarantor to a Person that results in the TrusteeGuarantor no longer being a Subsidiary of the Issuer, if the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations sale of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law.Capital Stock of that Guarantor complies with Section 4.13; (b5) Notwithstanding if the foregoing, any Guarantee Issuer consummates a Legal Defeasance or Covenant Defeasance in accordance with Section 8.02 or if the Issuer's obligations under this Indenture are discharged in accordance with Section 8.01; (6) upon the release or discharge of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably of Indebtedness of the Issuer or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to Guarantee the Notes; or (7) upon the applicable Subsidiary ceasing to be expected to give rise to or a Subsidiary as a result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding foreclosure of any reasonable guarantee pledge or similar fee payable to the Parent Guarantor security interest securing such other Indebtedness or a Restricted Subsidiary other exercise of the Parent Guarantor) other than reasonable out of pocket expensesremedies in respect thereof.

Future Guarantors. If, on or after the Issue Date, (a) If any Restricted Subsidiary of the Parent Dutch Co-Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, any Designated Non-Guarantor Subsidiary, any CFC, any CFC Holdco and the U.S. Co-Issuer) that is not then an Issuer or a Guarantor guarantees or Incurs any Indebtedness under the Senior Credit Agreement or guarantees any capital markets Indebtedness with an aggregate principal amount in excess of $200.0 million (“Certain Capital Markets Debt”) of the Dutch Co-Issuer or any of its Restricted Subsidiaries acquires or creates another Incurs Certain Capital Markets Debt or (b) either of the Issuers otherwise elects to have any Restricted Subsidiary after of the Issue DateDutch Co-Issuer (other than the U.S. Co-Issuer) become a Guarantor, then then, in each such case, the Parent Guarantor Dutch Co-Issuer shall cause such newly acquired or created Restricted Subsidiary to become a Guarantor (in execute and deliver to the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee a supplemental indenture substantially in the form attached as of Exhibit D E hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on become a senior basis, all of the Company’s Obligations Guarantor under this Indenture and the Notes providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture; Indenture and applicable to the other Guarantors; provided that, in the case of clause (2) a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred by such Restricted Subsidiary. In the event that any Restricted Subsidiary of the Dutch Co-Issuer has not provided a Guarantee in respect of the Notes because such Restricted Subsidiary is a Receivables Subsidiary, a Designated Non-Guarantor Subsidiary, a CFC or a CFC Holdco, and on any subsequent date such Restricted Subsidiary no longer constitutes a Receivables Subsidiary, a Designated Non-Guarantor Subsidiary, a CFC or a CFC Holdco but is an obligor or guarantor with respect to the Senior Credit Agreement or Certain Capital Markets Debt, then the Dutch Co-Issuer shall cause such Restricted Subsidiary to execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) Trustee within 20 Business Days of such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, subsequent date a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) supplemental indenture substantially in the Collateral owned by such Subsidiary Guarantor required to be pledged form of Exhibit E hereto pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations shall become a Guarantor under such Debt other than as this Indenture providing for a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably on the same terms and conditions as those set forth in this Indenture and applicable to other Guarantors. Each Guarantee shall be expected to give rise to or result released in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including accordance with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesSection 10.2(b).

Future Guarantors. (a) If any Restricted Subsidiary of the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become Company that is not a Guarantor (the “New Guarantor”) Guarantees, assumes or in the event that such Subsidiary provides a guarantee of any other manner becomes liable with respect to Indebtedness of the Company or a any Guarantor of (the type specified under clauses (1) or (2) of the definition of “Other Indebtedness”), at which time such Subsidiary shall: (1) then the Company shall and shall cause the New Guarantor to, within ten Business Days of the date of the New Guarantor’s Guarantee or assumption of the Other Indebtedness, execute and deliver to the Trustee a supplemental indenture in the form attached as of Exhibit D attached hereto or otherwise satisfactory to the Trustee pursuant to which such Subsidiary the New Guarantor shall unconditionally guarantee, on become a senior basis, all Guarantor and Guarantee the obligations of the Company’s Obligations Company under this Indenture and the Notes on a senior basis. Concurrently with the terms set forth in this Indenture; (2) execute execution and delivery of such supplemental indenture, the Company shall deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel and an Officers’ Certificate to the effect that (i) such supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary and constitute Guarantee is a legal, valid, valid and binding and enforceable Obligations obligation of such Subsidiary New Guarantor, enforceable against such New Guarantor in accordance with its terms and (ii) as to such other matters as the Security Documents to which such Subsidiary is a party create a valid perfected Lien on Trustee may reasonably request. Upon the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoingrelease, any Guarantee termination or satisfaction of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent New Guarantor’s Guarantee or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full assumption of all obligations under such Debt Other Indebtedness (other than a release, termination or satisfaction as a result of payment under such guaranteeGuarantee), at a time when: (A) no other Indebtedness the New Guarantor’s Subsidiary Guarantee shall automatically be released and terminated. Upon request of either Companythe New Guarantor, the Parent Trustee shall provide written evidence of such release and termination. The Subsidiary Guarantee of any Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by not a New Guarantor shall be released and terminated upon written notice from the Company to the Trustee if, at the time of such notice, such Restricted Subsidiary also release their guarantee by such Restricted would have no obligation to become a Guarantor under this covenant. Notwithstanding the foregoing, the Subsidiary (including Guarantee of any deemed release upon payment in full of all obligations under such Debt other than Guarantor shall not be released and terminated as a result of payment under such guarantee); or (2) the release termination of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofCredit Agreement. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If The Company will cause (i) each Restricted Subsidiary (other than the Parent Issuer or an Excluded Subsidiary) that is not a Guarantor that, on the Issue Date or any time thereafter, becomes a borrower or Guarantees the Obligations under the Senior Credit Facility and (ii) each Restricted Subsidiary (other than the Issuer, an Excluded Subsidiary or an Immaterial Subsidiary) that is not a Guarantor that, on the Issue Date or any time thereafter, Guarantees any other Indebtedness for borrowed money of its the Issuer or any Guarantor to promptly execute and deliver to the Trustee and the Notes Collateral Agent a supplemental indenture to this Indenture, the form of which is attached hereto as Exhibit C, pursuant to which such Restricted Subsidiaries acquires Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior secured basis and all other Obligations under this Indenture. (b) Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to Date will also become a Guarantor party to the applicable Collateral Documents and the Intercreditor Agreement and will as promptly as practicable execute and deliver such joinder documents, security instruments, financing statements, Mortgages, title insurance policies and certificates and opinions of counsel (to the extent, and substantially in the event that such Subsidiary provides form, delivered on the Issue Date or, in the case of Mortgages, on the date first delivered (but no greater scope) as may be necessary to vest in the Notes Collateral Agent a guarantee of any other Indebtedness first-priority security interest (subject to Permitted Liens), in each case, in the manner and to the extent set forth in the Collateral Documents and this Indenture and, subject to the terms of the Company Intercreditor Agreement, in the properties and assets of such new Subsidiary Guarantor constituting Collateral as security for the Notes or a Guarantor the Note Guarantees, and thereupon all provisions of this Indenture and the type specified under Intercreditor Agreement relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. (c) At each time of distribution of annual or quarterly financial information pursuant to clauses (1) or (2) of the definition of “Indebtedness”Section 4.06(a), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary Company shall unconditionally guarantee, on a senior basis, calculate the total assets and total revenues of all Immaterial Subsidiaries of the Company’s . In the event that the total assets or total revenues of all Immaterial Subsidiaries of the Company that Guarantee any Indebtedness of the Issuer or any Guarantor for borrowed money (other than Obligations under this Indenture the Senior Credit Facility) would exceed 10.0% of the total assets or total revenues (after intercompany eliminations) of the Company and the Notes its Restricted Subsidiaries, in each case determined in accordance with GAAP and as shown on the terms set forth Company’s consolidated balance sheet as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in this Indenture; (2) execute accordance with GAAP are available and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, its consolidated statement of operations for the benefit period of the Trustee and most recent four consecutive fiscal quarters ending on such balance sheet date, the holders Company shall, within 30 days of the Notesdate of distribution of such financial information, a perfected security interest cause one or more Immaterial Subsidiaries of the Company that Guarantee any Indebtedness of the Issuer or any Guarantor for borrowed money (subject other than Obligations under the Senior Credit Facility) to Permitted Liens provide Note Guarantees as and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to cause the total assets and total revenues of all Immaterial Subsidiaries of the Company not to exceed 10.0% of the total assets or total revenues (after intercompany eliminations) of the Company and its Restricted Subsidiaries. (d) The obligations of each Guarantor will be pledged pursuant limited to the Security Documents; (3) take such further action and execute and deliver such other documents maximum amount as otherwise may be reasonably requested by the Trusteewill, the Security Agent or the Intercreditor Agent to give after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the foregoing; and (4Senior Credit Facility) deliver and after giving effect to the Trustee, the Security Agent and the Intercreditor Agent an Opinion any collections from or payments made by or on behalf of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Guarantor in respect of the Obligations of such Subsidiary and (ii) other Guarantor under its Note Guarantee or pursuant to its contribution Obligations under this Indenture, result in the Security Documents to which Obligations of such Subsidiary is Guarantor under its Note Guarantee not constituting a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted fraudulent conveyance or fraudulent transfer under applicable federal or state law. (be) Notwithstanding the foregoing, any Each Note Guarantee of the Notes created pursuant to a Subsidiary Guarantor shall be released in accordance with the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof10.06. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If the Parent Guarantor Promptly upon any person becoming a direct or any of its Restricted Subsidiaries acquires indirect Domestic Subsidiary (other than a Domestic Subsidiary that would not be a Designated Subsidiary, or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become that would be a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1Non-Material Subsidiary) or (2) of upon a Domestic Subsidiary that is a Designated Subsidiary no longer meeting the definition of “Indebtedness”)criteria for being a Non-Material Subsidiary, at which time such or upon a Domestic Subsidiary shall: (1) execute that is not a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Non-Material Subsidiary shall unconditionally guaranteebecoming a Designated Subsidiary, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture new or existing Domestic Subsidiary shall execute a guarantee of all of the obligations owing to the Lenders hereunder, substantially in the form of the Supplemental Guarantee attached hereto as Exhibit H-1, and enter into a Supplemental Securities Pledge Agreement (under which shares of any other documents required Foreign Subsidiary pledged by ASI or any Domestic Subsidiary to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable secure Domestic Obligations will not exceed 65% of such Subsidiary Foreign Subsidiary's voting capital) in respect of its obligations under such Supplemental Guarantee in such forms as the Administrative Agent may reasonably require, to the fullest extent permitted by applicable law, and (ii) the Security Documents to which Holding and ASI shall ensure that Holding, ASI or any Subsidiary holding shares of capital stock of, or ownership interests in, such new or existing Domestic Subsidiary shall (unless Holding, ASI or such Subsidiary is already a party create a valid perfected Lien on Subsidiary Guarantor and such shares are pledged to the Collateral covered thereby Agent under an existing Security Document) enter into a Supplemental Guarantee substantially in the form of Exhibit H-1 and a Supplemental Securities Pledge Agreement, in such form as the Administrative Agent may reasonably require, with such changes in each thereof as shall be permitted by Section 10.10 or required by this Section 5.11 (all such Supplemental Guarantees and Supplemental Securities Pledge Agreements collectively the "Supplemental Documents"); provided that no new Supplemental Document shall be required, or the form of such Supplemental Document shall be modified, to the extent permitted under required to avoid (x) any violation of applicable lawlaw or material risk thereof or (y) any violation of the provisions of any joint venture or other material agreement governing or binding such Domestic Subsidiary or other Subsidiary or any material risk thereof. Any Domestic Subsidiary or other Subsidiary that cannot execute a Supplemental Document or whose Supplemental Document must be amended for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the applicable contractual restriction enter into a Supplemental Document or amend the existing Supplemental Document to comply with this Section 5.11(a) in a manner satisfactory to the Administrative Agent. Notwithstanding any other provision of this paragraph (a), no Finance Subsidiary or Unified Receivables Company shall be required to execute or deliver any Supplemental Document. (b) Notwithstanding Promptly upon any person becoming a direct or indirect Foreign Subsidiary (other than a Foreign Subsidiary that would not be a Designated Subsidiary, or that would be a Non-Material Subsidiary) or upon a Foreign Subsidiary that is a Designated Subsidiary no longer meeting the foregoingcriteria for being a Non-Material Subsidiary, any Guarantee or upon a Foreign Subsidiary that is not a Non-Material Subsidiary becoming a Designated Subsidiary, (i) such new or existing Foreign Subsidiary shall execute a guarantee of all of the Notes created pursuant obligations (other than the Domestic Obligations) owing to the provisions described Lenders hereunder, substantially in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders form of the Company’s, Supplemental Guarantee attached hereto as Exhibit H-2 and enter into a Supplemental Securities Pledge Agreement in such form as the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described Administrative Agent may reasonably require in paragraph (a) above, respect of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all its obligations under such Debt other than as a result of payment under such guarantee)Supplemental Guarantee, at a time when: (Aii) no other Indebtedness of either CompanyHolding and ASI shall procure that Holding, the Parent Guarantor ASI or any Subsidiary holding shares of capital stock of, or other ownership interests in, such new or existing Foreign Subsidiary shall (unless Holding, ASI or such Subsidiary is already a Subsidiary Guarantor has been guaranteed and such shares are pledged to the Collateral Agent under an existing Security Document) enter into a Supplemental Guarantee and a Supplemental Securities Pledge Agreement in such form as the Administrative Agent may reasonably require, which agreement shall, subject to the proviso below, grant a perfected security interest in the capital stock of, or other ownership interests in, any Subsidiary held by Holding, ASI or such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including to the fullest extent permitted by applicable law but under which shares of any deemed release upon payment in full such Foreign Subsidiary pledged by a 82 77 Foreign Subsidiary will not secure Domestic Obligations and shares of all obligations under any such Debt other than as Foreign Subsidiary pledged by ASI or a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee Domestic Subsidiary will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes secure Domestic Obligations to the extent such shares exceed 65% of the issuer's voting capital) with such changes in each thereof as are permitted by Section 10.10 or required by this Section 5.11 (all such Supplemental Guarantees and Supplemental Securities Pledge Agreements being collectively called the "Foreign Supplemental Documents"); provided that no new Foreign Supplemental Document shall be required or the form of such Guarantee by such Restricted Subsidiary would reasonably Foreign Supplemental Document shall be expected modified, to give rise the extent required to or result in avoid (iv) any violation of applicable law, (w) liability for of the officers, directors or shareholders of such Restricted Foreign Subsidiary, (x) violation of the provisions of any joint venture or other material agreement governing or binding such Foreign Subsidiary or its subsidiaries, (iiy) any significant cost, expense, liability or obligation (including with respect material risk of any Taxes, but excluding any reasonable guarantee of the foregoing or similar fee payable (z) costs which the Administrative Agent shall determine to be excessive in relation to the Parent Guarantor benefits that would be conferred by such Foreign Supplemental Document. Any Foreign Subsidiary that cannot execute a Foreign Supplemental Document or a Restricted Subsidiary whose Foreign Supplemental Document must be modified for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the Parent Guarantorapplicable contractual restriction enter into a Foreign Supplemental Document or amend the existing Foreign Supplemental Document to comply with this Section 5.11(b) other than reasonable out of pocket expensesin a manner satisfactory to the Administrative Agent.

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor The Issuer shall cause each Wholly Owned Restricted Subsidiary (and non-Wholly Owned Subsidiaries if such newly acquired or created Subsidiary to become non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer), other than a Guarantor (in the event Guarantor, that such Subsidiary provides a guarantee of guarantees any other Indebtedness of the Company Issuer or a Guarantor of any other Guarantor, if any, to execute and deliver to the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee a supplemental indenture substantially in the form attached as of Exhibit D C-1 hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all of guarantee the CompanyIssuer’s Obligations under this Indenture and the Notes on the terms set forth in and this Indenture; (2) execute ; it being understood and deliver to agreed that for any such Restricted Subsidiary organized under the Security Agent and/or the Intercreditor Agent (as applicable) such amendments laws of Belgium, Germany or supplements to the Security Documents necessary in order to grant to the Security AgentLuxembourg that otherwise executes a supplemental indenture and provides a Guarantee, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required shall contain the applicable limitations as to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) Guarantee substantially in the Security Documents to which such Subsidiary is a party create a valid perfected Lien on form included in the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after supplemental indenture attached as Exhibit C-2 hereto. If following the date of this Indenture) Indenture and notwithstanding anything in Section 9.02 to the release contrary, any Restricted Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction outside the United States shall be required to execute a Guarantee and the Issuer shall reasonably determine that Section 10.02 or any applicable provision set forth in Exhibit C-2 hereto shall not adequately address the limitations on such Guarantee imposed by the holders applicable law of the Company’sjurisdiction of incorporation, organization or formation, as the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) abovecase may be, of their guarantee by any such Restricted Subsidiary future Guarantor, then the Issuer shall be entitled to amend such clauses or add such additional provisions (including any deemed release upon payment related modifications to a supplement to this Indenture or a Guarantee, substantially in full the form of all obligations under such Debt other than as a result of payment under such guaranteeExhibit C-1 hereto), at as the case may be, in order for the Guarantee of a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary not to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under so violate applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. The Parent and the Company shall cause each Person that becomes a Domestic Restricted Subsidiary (aother than a Securitization Subsidiary) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after following the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary Date to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or Trustee a Guarantee at the Intercreditor Agent (as applicable) time such amendments Person becomes a Domestic Restricted Subsidiary. In addition, the Parent and the Company will cause each of its respective existing non-Guarantor Subsidiaries and each of its respective Foreign Restricted Subsidiaries created or supplements acquired after the Issue Date which has guaran- xxxx or which guarantees any Debt of the Parent or any of its Domestic Restricted Subsidiaries, to execute and deliver to the Security Documents necessary in order Trustee a Guarantee pursuant to grant to the Security Agent, for the benefit which such non-Guarantor Subsidiary or Foreign Restricted Subsidiary will guarantee payment of the Trustee Company’s obligations under the Notes on the same terms and conditions as set forth in the holders guarantee of such other Debt of the Parent or any Domestic Restricted Subsidiary given by such non-Guarantor Subsidiary or Foreign Restricted Subsidiary; provided that if such Debt is by its express terms subordinated in right of payment to the Notes, a perfected security interest (subject any such guarantee of such non-Guarantor Subsidiary or Foreign Restricted Subsidiary with respect to Permitted Liens and such Debt will be subordinated in right of payment to such non-Guarantor Subsidiary’s or Foreign Restricted Subsidiary’s Guarantee with respect to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant Notes substantially to the Security Documents; (3) take same extent as such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect Debt is subordinated to the foregoingNotes; and (4) deliver to the Trusteeprovided, the Security Agent and the Intercreditor Agent an Opinion of Counsel further, however, that (i) any such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may shall also provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) upon the release or discharge of such guarantee of payment of such other Debt (except a discharge by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor The Company shall cause such newly acquired or created each Restricted Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of Guarantees any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) Trustee a supplemental indenture pursuant to which such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders Restricted Subsidiary shall guarantee payment of the Notes; provided that, a perfected security interest (subject to Permitted Liens and if such Indebtedness is by its terms subordinated in right of payment to the extent permitted under applicable law) in the Collateral owned by Notes, any such Guarantee of such Restricted Subsidiary Guarantor required with respect to such Indebtedness shall be pledged pursuant subordinated to such Guarantor's Subsidiary Guarantee substantially to the Security Documents; (3) take same extent as such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect Indebtedness is subordinated to the foregoingNotes; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel provided further that (i) such supplemental indenture Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other documents required rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee of the Notes; and (ii) such Restricted Subsidiary shall deliver to be delivered have the trustee an Opinion of Counsel to the effect that (A) such Subsidiary Guarantee has been duly authorized, executed and delivered by authorized and (B) such Subsidiary and constitute legal, Guarantee constitutes a valid, binding and enforceable Obligations obligation of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or , except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (Bincluding, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. Each Subsidiary Guarantee shall be limited to an amount not to exceed the holders of all such other Indebtedness maximum amount that is can be guaranteed by that Restricted Subsidiary without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations Subsidiary, voidable under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate applicable law relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance fraudulent transfer or similar laws, regulations or defences laws affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. The Company will cause each Restricted Subsidiary that is not then an Issuer or a Subsidiary Guarantor that (a) If Incurs any Indebtedness under the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DatePark Credit Agreement, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Company Issuers or a any Subsidiary Guarantor under the Park Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the type specified under clauses (1) Issuers or (2) of any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee a supplemental indenture in the form attached as of Exhibit D hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on become a senior basis, all of the Company’s Obligations Subsidiary Guarantor under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, providing for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably on the same terms and conditions as those set forth in this Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.18 will not be expected applicable to give rise to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or result in (i) any liability for the officerscontemplation of, directors or shareholders of such Person becoming a Restricted Subsidiary or (ii) to any significant cost, expense, liability Guarantee by any Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor outstanding as of the Issue Date or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable Refinancing thereof to the Parent extent required by the terms of such Indebtedness. Notwithstanding the foregoing, the Note Guarantee by a Subsidiary Guarantor or that is a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expensesCompany will be automatically released pursuant to Section 10.05 hereof.

Future Guarantors. (a) If the Parent Guarantor Company organizes or acquires any of its Domestic Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become Date having total assets with a Guarantor book value in excess of $1.0 million (in the event that such Subsidiary provides each a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “IndebtednessNew Domestic Restricted Subsidiary”), at which time such Subsidiary the Company shall: : (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2i) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments Trustee one or supplements more supplemental indentures in form reasonably satisfactory to the Security Documents necessary in order Trustee pursuant to grant to the Security Agent, for the benefit which each such New Domestic Restricted Subsidiary shall unconditionally guarantee all of the Trustee Company’s obligations under the Securities and the holders of the Notes, a perfected security interest this Indenture and (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4ii) deliver to the Trustee, the Security Agent and the Intercreditor Agent Trustee an Opinion of Counsel and Officers’ Certificate, each stating that (i) each such supplemental indenture and any other documents required to be delivered have (a) has been duly authorized, executed and delivered by such Subsidiary and constitute New Domestic Restricted Subsidiary, (b) constitutes a legal, valid, binding and enforceable Obligations obligation of such New Domestic Restricted Subsidiary and (iic) complies with the Security Documents applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to which such transaction have been satisfied; and (iii) cause each New Domestic Restricted Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to promptly execute and deliver to the extent permitted under applicable lawTrustee one or more Guarantees or joinders thereto. (b) Notwithstanding After the foregoing, any Guarantee execution of the Notes created a supplemental indenture pursuant to the provisions described in paragraph clause (a) above may provide by its terms that it will of this Section 4.19, each such New Domestic Restricted Subsidiary party thereto shall be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date a Guarantor for all purposes of this Indenture) . Each New Domestic Restricted Subsidiary created or acquired in connection with the release Acquisition shall become a Guarantor under this Indenture on the date the Acquisition is consummated and the Company shall deliver or cause to be delivered to the Trustee on such date each document required by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (aSection 4.19(a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. (a) If The Company will cause each Restricted Subsidiary that Guarantees, on the Parent Guarantor Issue Date or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datetime thereafter, then the Parent Guarantor shall cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or any Guarantor to execute and deliver to the Trustee a Guarantor Note Guarantee, in the form of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture substantially in the form attached as Exhibit D hereto C hereto, pursuant to which such Restricted Subsidiary shall will unconditionally guaranteeGuarantee, on a senior joint and several basis, all the full and prompt payment of the Company’s Obligations under this Indenture principal of, premium, if any, and interest in respect of the Notes on the terms set forth in a senior secured basis and all other obligations under this Indenture; . Notwithstanding the foregoing, in the event (a) a Guarantor is released and discharged in full from all of its obligations under its guarantees of (1) the ABL Credit Facility and (2) execute all other Indebtedness of the Company and deliver to the Security Agent and/or the Intercreditor Agent its Restricted Subsidiaries, and (as applicableb) such amendments Guarantor has not Incurred any Indebtedness in reliance on its status as a Guarantor under Section 3.2 or supplements to the Security Documents necessary such Guarantor’s obligations under such Indebtedness are satisfied in order to grant to the Security Agent, for the benefit of the Trustee full and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent discharged or are otherwise permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to Incurred by a Restricted Subsidiary (other than a Guarantor) under Section 3.2(b), then the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations Note Guarantee of such Subsidiary Guarantor shall be automatically and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawunconditionally released or discharged. (b) Notwithstanding The obligations of each Guarantor will be limited to the foregoingmaximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantee Guarantees under the ABL Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the Notes created obligations of such other Guarantor under its Note Guarantee or pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of contribution obligations under this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofobligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (c) Each additional Note Guarantee will Restricted Subsidiary that becomes a Guarantor on or after the date of this Indenture shall also become a party to the Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust and certificates and opinions of counsel as may be limited as necessary to recognize certain defences generally available vest in the Collateral Agent a perfected first or second priority security interest, as the case may be, (subject to guarantors Permitted Liens) upon all its properties and assets (including those that other than Excluded Property) as security for the Notes or the Note Guarantees and as may be necessary to have such property or asset added to the Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to fraudulent conveyance such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such first or transfersecond priority security interest, voidable preferenceas the case may be, financial assistance, corporate purpose, capital maintenance in any such property or similar laws, regulations or defences affecting asset requires the rights consent of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a)a third party, the Parent Guarantor shall not be obligated Company will use commercially reasonable efforts to cause obtain such Restricted Subsidiary to Guarantee consent for the Notes benefit of the Collateral Agent on behalf of the Holders. (d) Notwithstanding anything to the extent that such Guarantee by such Restricted Subsidiary contrary contained herein or in the Collateral Documents, neither the Company nor any subsidiary shall be required to provide any guarantee, pledge or asset support arrangement that, in the reasonable judgment of the Company, would reasonably be expected subject the Company to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable adverse tax consequence due to the Parent Guarantor or a Restricted Subsidiary application of Section 956 of the Parent Guarantor) other than reasonable out of pocket expensesCode.

Future Guarantors. ‌ (a) If the Parent Guarantor or The Company shall cause each Person that becomes a Wholly-Owned Restricted Subsidiary, other than any of its Restricted Subsidiaries acquires or creates another Subsidiary Immaterial Subsidiary, after the Issue Date, then the Parent Guarantor shall and may at its option cause such newly acquired or created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)Restricted Subsidiary, at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents this Indenture pursuant to which such Restricted Subsidiary is will, subject to Section 4.15(d), irrevocably and unconditionally Guarantee, on a party create joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under this Indenture on a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable lawsenior second lien secured basis. (b) Notwithstanding Each Restricted Subsidiary that becomes a Guarantor will also, solely to the foregoing, any Guarantee extent such Guarantor is required to grant security in favour of the Notes created pursuant Senior Agent, become a party to or deliver the applicable Collateral Documents and shall, as promptly as practicable, execute and/or deliver such security instruments, financing statements, certificates, and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but of no greater scope)) as may be necessary to vest in the Collateral Agent a perfected Second Ranking Lien in all personal property that constitutes Collateral for the Notes or the Note Guarantees and as may be necessary to have such Property added to the Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) Indenture relating to the release by Collateral shall be deemed to relate to such Property to the holders of same extent and with the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms same force and conditions and in the circumstances described in Section 11.08 hereofeffect. (c) Each additional Note Guarantee will shall be limited as necessary released in accordance with Section 11.06. (d) Notwithstanding anything to recognize certain defences generally available the contrary contained in this Indenture, any future Note Guarantee provided pursuant to guarantors (including those this Section 4.15 by a Guarantor that relate is organized in a jurisdiction located outside of Canada or the United States may be a Limited Guarantee if the Board of Directors or Senior Management, in consultation with local counsel, makes a reasonable determination that such limitations are required due to fraudulent conveyance or transferlegal requirements within such jurisdiction, voidable preferenceprovided that if any such Guarantor provides a guarantee in favour of the Senior Agent and the Senior Lenders under the Credit Facility that is broader in scope than its Limited Guarantee, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent such Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee also guarantee the Notes to the same extent that such Guarantee by such Restricted Subsidiary would reasonably be expected pursuant to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Parent Guarantor or a Restricted Subsidiary of the Parent Guarantor) other than reasonable out of pocket expenses.its Note Guarantee.‌