Common use of Future Subsidiary Guarantors Clause in Contracts

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the The Company or will not permit any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in Guarantee the event that such Subsidiary provides a guarantee payment of any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary Guarantor of the type specified under clauses (1) Indebtedness of a Foreign Subsidiary or (2) of the definition of “Indebtedness”a Guarantee by a Receivables Subsidiary), at which time unless such Restricted Subsidiary shall: (1) execute simultaneously executes and delivers a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Restricted Subsidiary shall will unconditionally guaranteeGuarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis, all ; provided that if such Indebtedness is by its express terms subordinated in right of the Company’s Obligations under this Indenture and payment to the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (b) Notwithstanding the foregoingor a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes created pursuant or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the provisions described in paragraph (a) above may preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after under the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described circumstances set forth in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release Section 11.05. The form of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited is attached hereto 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.Exhibit C.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary If, after the Issue Date, then any Domestic Subsidiary of the Company shall cause such newly acquired or created that is not an Immaterial Subsidiary to become and that is not already a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or a any Subsidiary Guarantor in excess of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)De Minimis Amount, at which time then such Domestic Subsidiary shall: (1) execute will become a Guarantor by executing 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an Opinion obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of Counsel the Company that (i) such supplemental indenture and any other documents required have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Unrestricted Subsidiaries. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of the Notes created a Domestic Subsidiary that was incurred pursuant to the provisions described in paragraph (a) above may this Section 3.11 shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: (1) (at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any other 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release excess of the Note Guarantees on the terms and conditions and in the circumstances De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 11.08 hereof10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the The Company or any shall cause each of its future Restricted Subsidiaries acquires (other than Persons organized under the laws of the PRC or creates another Subsidiary Exempted Subsidiaries) after the Original Issue Date, then a soon as practicable after it becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, to execute and deliver to the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 to this Indenture pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all will guarantee the payment of the Company’s Obligations under this Indenture Notes as either a Subsidiary Guarantor or JV Subsidiary Guarantor. Notwithstanding the foregoing, the Company may elect to have such future Restricted Subsidiary (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee or JV Subsidiary Guarantee at the Notes on the terms set forth in this Indenture; (2) take time such further action and execute and deliver such other documents as otherwise may entity becomes a Restricted Subsidiary or ceases to be reasonably requested by the Trustee to give an Exempted Subsidiary, provided that, after giving effect to the foregoing; and Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (3other than Exempted Subsidiaries) deliver to that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the Trustee an Opinion of Counsel that (i) date such supplemental indenture and any other documents required Person becomes a Restricted Subsidiary or ceases to be delivered have been duly authorized, executed and delivered by an Exempted Subsidiary. Each such Restricted Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiaryits Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to as Other Non-Guarantor Subsidiaries. (b) Notwithstanding Each Restricted Subsidiary that guarantees the foregoingNotes after the Original Issue Date other than a JV Subsidiary Guarantee is referred to as a “Future Subsidiary Guarantor” and, any Guarantee upon execution of the Notes created pursuant applicable supplemental indenture to the provisions described in paragraph (a) above may provide by its terms that it this Indenture, 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 or the a “Subsidiary Guarantor’s Indebtedness described in paragraph (a) above.” The Other Non-Guarantor Subsidiaries, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than together with the PRC Non-Guarantor Subsidiaries, are referred to herein as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary “Non-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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofSubsidiaries. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.”

Future Subsidiary Guarantors. If, on or after the Issue Date: (a1) If the Company or any of its Domestic Restricted Subsidiaries acquires or creates another Domestic Restricted Subsidiary after the Issue Date, then the Company shall cause that incurs any Indebtedness under a Material Credit Facility or Guarantees any such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or any of its Domestic Restricted Subsidiaries; or (2) any Domestic Restricted Subsidiary of the Company incurs Indebtedness under a Material Credit Facility or guarantees any such Indebtedness of the Company or any of its Domestic Restricted Subsidiaries and that Domestic Restricted Subsidiary was not a Subsidiary Guarantor of the type specified under clauses immediately prior to such incurrence or guarantee (1) or (2) of the definition of an “IndebtednessAdditional Obligor”), at which time such then that newly acquired or created Domestic Restricted Subsidiary shall: (1) or Additional Obligor, as the case may be, will become a Subsidiary Guarantor and provide a Subsidiary Guarantee in respect of the Notes and execute a supplemental indenture in the form attached as set forth in Exhibit D hereto pursuant to which such Domestic Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all will Guarantee payment of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver an opinion of counsel satisfactory to the Trustee 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. (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 within 30 days after the date of this Indenture) the release by the holders of the Company’s on which it incurred any Indebtedness under a Material Credit Facility or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including guarantees any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such of its Domestic Restricted Subsidiary; or (B) , as the holders of all such other Indebtedness that is guaranteed by such Restricted case may be. Each Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor, without rendering the Subsidiary Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Subsidiary 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) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after After the Issue Date, then the Company will cause each Restricted Subsidiary that is organized under the laws of the United States of America, any State thereof or the District of Columbia to execute and deliver to the Trustee a supplemental indenture, substantially in the form of Exhibit C hereto, pursuant to which such Restricted Subsidiary shall cause such newly acquired or created Subsidiary to become 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 Securities on a senior secured basis and all other obligations of the Company under this Indenture. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (in 1) the event that such Subsidiary provides a guarantee of any ABL Credit Agreement or the Term Loan Credit Agreement and (2) all other Indebtedness of the Company or and its Restricted Subsidiaries and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor of the type specified under clauses Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (1other than a Subsidiary Guarantor) or (2) of the definition of “Indebtedness”under Section 3.3(b), at which time then the Subsidiary Guarantee of such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary Guarantor 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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: discharged. The obligations of each Subsidiary Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (1including, without limitation, any Guarantees under the ABL Credit Agreement and the Term Loan Credit Agreement) 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 only be released in accordance with Article XI. Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, Mortgages (in substantially the same form as those executed and delivered with respect to any Guarantee created after the date Collateral) and certificates and opinions of this Indenturecounsel (to the extent, and substantially in the form, delivered on the Issue Date (but in no greater scope)) as may be necessary to vest in the release by Collateral Agent or Control Agent, as applicable, a perfected security interest) having the holders of priority specified in the Company’s Intercreditor Agreement subject to no Liens other than Permitted Liens in properties and assets that constitute Collateral as security for the Securities or the Subsidiary Guarantor’s Indebtedness described in paragraph 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 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; provided, however, that if granting such perfected third priority (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by other priority as permitted under the Intercreditor Agreement) security interest, as applicable, in any such Restricted Subsidiary; or (B) property or asset requires the holders consent 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereofthird party, the Company shall use commercially reasonable efforts to obtain such consent; provided, further, however, that if after the use of commercially reasonable efforts, such third party does not consent to such perfected security interest on an asset or property that would constitute as immaterial portion of the Collateral, Subsidiary Guarantor shall not be obligated required to cause provide 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensessecurity interest.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary From and after the Issue Date, then the Company shall will cause each Person that becomes a Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary), and each other Domestic Subsidiary that is a borrower under the Senior ABL Facility or that guarantees payment of Indebtedness of the Company under any Credit Facility or Capital Markets Securities, to execute and deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such newly acquired or created Domestic Subsidiary to will guarantee payment of the Notes, whereupon such Domestic Subsidiary will become a Subsidiary Guarantor for all purposes under this Indenture; provided, that any such guarantee described under clause (x) or (y) by a Person in effect at the event that time such Subsidiary provides a guarantee of any other Indebtedness of Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary (and not created with, or in contemplation of, such acquisition, merger or consolidation) shall not trigger an obligation to guarantee the Notes so long as the aggregate principal amount of guaranteed Indebtedness relying on this proviso, together with the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 407(a), shall not exceed $300.0 million at any time outstanding. Within 90 days of so becoming a Subsidiary Guarantor of Guarantor, the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time Company will also cause such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant Guarantor 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) take such further action and execute and deliver such other documents and instruments as otherwise may shall be reasonably requested necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in favor of the Trustee to give effect Note Collateral Agent, as and to the foregoing; and (3) deliver extent provided in Section 1503. In addition, the Company may cause any Subsidiary that is not a Subsidiary Guarantor so to the Trustee 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. (b) Notwithstanding the foregoing, any Guarantee guarantee payment 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 or the become a Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company Parent Guarantor shall cause such newly acquired or created Subsidiary (other than any Excluded Subsidiary) to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (34) deliver to the Trustee 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 SubsidiarySubsidiary 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 Indebtedness 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 Indebtedness Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness Debt other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof4.19(a), the Company 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 Company Parent Guarantor or a Restricted Subsidiary of the CompanyParent Guarantor) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary (a) If the Company other than any Foreign Subsidiary or any of its Restricted Subsidiaries acquires or creates another Subsidiary after Receivables Subsidiary) to Guarantee the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee payment of any other Indebtedness of the Company or a any Indebtedness of any other Restricted Subsidiary, unless such Restricted Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute simultaneously executes and delivers a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Restricted Subsidiary shall will unconditionally guaranteeGuarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Indenture on a senior basis; provided that, all if such Indebtedness is by its express terms subordinated in right of the Company’s Obligations under this Indenture and payment to the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (b) Notwithstanding the foregoingor a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes created pursuant or such Note Guarantee, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the provisions described in paragraph (a) above may preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after under the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described circumstances set forth in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release Section 11.05. The form of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited is attached hereto 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.Exhibit C.

Future Subsidiary Guarantors. (a) If The Company and each Subsidiary Guarantor shall cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then Columbia of the Company which, after Xxxxx 00, 0000 (xx not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to the Indenture and thereby become a Subsidiary Guarantor which shall cause be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such newly acquired or created future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes); provided, however, that no Subsidiary meeting the requirements of this sentence which is an Inactive Subsidiary shall be required to become a Subsidiary Guarantor (in the event that hereunder unless and until such date as such Subsidiary provides no longer is an Inactive Subsidiary (at which date such Subsidiary shall, if required by the terms of this sentence, become a guarantee of Subsidiary Guarantor). In addition, the Company will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee any other Indebtedness of the Company or a any Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time unless such Restricted Subsidiary shall: (1) execute simultaneously executes 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to Indenture providing for the Trustee 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. (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 payment of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed Notes by such Restricted Subsidiary; or (B) , which Guarantee of the holders payment of all the Notes shall be subordinated to the Guarantee of such other Indebtedness to the same extent as the Notes or the Subsidiary Guarantees, as applicable, are subordinated to such other Indebtedness; provided, however, 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated required to cause such Restricted Subsidiary to so Guarantee the payment of the Notes to the extent that such Guarantee other Indebtedness does not exceed $1 million individually or, together with any other Indebtedness of the Company or any Subsidiary Guarantor Guaranteed by such Restricted Subsidiary, $3 million in the aggregate. Such Restricted Subsidiary would reasonably shall be expected to give rise to or result in (i) deemed released from its obligations under the Guarantee of the payment of the Notes at any liability for the officers, directors or shareholders of such time that such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect is released from all of any Taxes, but excluding any reasonable guarantee or similar fee payable to its obligations under its Guarantee of such other Indebtedness unless such release results from the Company or a Restricted Subsidiary payment under such Guarantee of the Company) other than reasonable out of pocket expensesIndebtedness.

Future Subsidiary Guarantors. (a) If the Company or any The Parent Guarantor will cause (i) each of its Restricted Wholly-Owned Subsidiaries acquires (other than a Foreign Subsidiary formed in connection with a Redomestication Transaction) formed or creates another Subsidiary acquired after the Issue Date, then Date and (ii) any other Domestic Subsidiary (other than the Company shall cause such newly acquired or created Subsidiary to become Issuer) that is not already a Subsidiary Guarantor (in that guarantees any of the event that such Subsidiary provides a guarantee of Parent Guarantor’s or the Issuer’s Indebtedness or any other Indebtedness of the Company or a Subsidiary Guarantor of Guarantor, in each case 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 within 30 days a supplemental indenture (in substantially the form attached as specified in Exhibit D hereto B to this Indenture) pursuant to which such 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 on the Notes on the terms set forth in this Indenture; (2) take a senior basis; provided that any Restricted Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor until such further action and execute and deliver such other documents time as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required it ceases to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such an Immaterial Subsidiary. (b) Notwithstanding Each Person that becomes a Subsidiary Guarantor after the foregoing, any Guarantee of the Notes created pursuant Issue Date shall also become a party to the provisions described applicable Note Security Documents, the Intercreditor Agreement and the Third Lien Intercreditor Agreement, if applicable, and 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 the Collateral on the Issue Date or on the date first delivered in the case of any Guarantee created such documents to be delivered after the date Issue Date) as may be necessary to vest in the Collateral Agent a perfected second-priority security interest (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 Note Security Documents and this Indenture, and thereupon all provisions of this Indenture) Indenture relating to the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any Collateral shall be deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes properties and assets to the same extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for and with 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensessame force and effect.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary (a) If the Company other than any Foreign Subsidiary or any of its Restricted Subsidiaries acquires or creates another Subsidiary after Receivables Subsidiary) to Guarantee the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee payment of any other Indebtedness of the Company or a any Indebtedness of any other Restricted Subsidiary, unless such Restricted Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute simultaneously executes and delivers a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Restricted Subsidiary shall will unconditionally guaranteeGuarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that, all if such Indebtedness is by its express terms subordinated in right of the Company’s Obligations under this Indenture and payment to the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (b) Notwithstanding the foregoingor a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes created pursuant or such Note Guarantee, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the provisions described in paragraph (a) above may preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after under the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described circumstances set forth in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release Section 11.05. The form of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited is attached hereto 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.Exhibit C.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired each Restricted Subsidiary (x) that borrows under or created Subsidiary to become a Subsidiary Guarantor Guarantees the Senior Credit Facilities, and (in the event y) that such Subsidiary provides a guarantee of Guarantees any other Indebtedness of the Company or a Subsidiary Guarantor (other than Indebtedness owing to the Company or any of its Restricted Subsidiaries) in an aggregate principal amount greater than or equal to $50.0 million, 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 in the form attached as Exhibit D hereto to this Indenture pursuant to which such Restricted Subsidiary shall will irrevocably and 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 basis and all other obligations under this Indenture; (2) take . To the extent that the assets of any such further action and execute and deliver future Subsidiary Guarantor are required to pledged as collateral pursuant to the Senior Credit Facilities or any such other documents Indebtedness, such assets will be pledged as otherwise may be reasonably requested by the Trustee to give effect Collateral pursuant to the foregoing; and (3) deliver to Security Documents reasonably promptly after such Restricted Subsidiary issues its Guarantee of the Trustee 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 SubsidiaryNotes. (b) Notwithstanding the foregoing, in the event (i) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of any other Indebtedness that gave rise (or would give rise) to its obligation to provide such Subsidiary Guarantee and (ii) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 4.09 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 4.09, then the Subsidiary Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will such Subsidiary 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofdischarged. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired or created not permit any Restricted Subsidiary to become a Subsidiary Guarantor (in Guarantee the event that such Subsidiary provides a guarantee payment of any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Foreign Subsidiary Guarantor guaranteeing the Indebtedness of the type specified under clauses any other Foreign Subsidiary) unless (1i) or (2) of the definition of “Indebtedness”), at which time such Restricted Subsidiary shall: (1) execute simultaneously executes and delivers a supplemental indenture in the form attached as Exhibit D 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 principal of, premium, if any, and interest (including Additional Interest, if any) on the Securities on a senior basis and all other obligations under this Indenture and the Notes on the except that if such Indebtedness is by its express terms set forth subordinated in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect right of payment to the foregoingSecurities or a Subsidiary Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Securities or the applicable Subsidiary Guarantee, as the case may be; and (3ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (iA) such supplemental indenture and any other documents required to be delivered have 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 Restricted Subsidiary, subject to bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and general principles of equity; provided that this paragraph (a) shall not be applicable to any Guarantee by any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (y) that Guarantees the payment of obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility; provided, further that such Senior Credit Facility does not include Indebtedness Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A or Regulation S) pursuant to an exemption from the registration requirements of the Securities Act. (b) Notwithstanding the foregoingforegoing and the other provisions of this Indenture, any Subsidiary Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may by a Restricted Subsidiary shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: in the event a Subsidiary Guarantor is sold or disposed of if: (1) (with respect to any Guarantee created after the date of this Indenturei) the release by sale or other disposition is in compliance with the holders Indenture, including Section 3.6, Section 3.10 and Section 10.2; and (ii) all the obligations of such Subsidiary Guarantor under the Company’s Guarantee which resulted in the issuance of such Subsidiary Guarantee terminate upon consummation of such transaction. In addition, a Subsidiary Guarantor will be released from its obligations under the Indenture, its Subsidiary Guarantee and the Registration Rights Agreement if: (i) the Guarantee which resulted in the issuance of such Subsidiary Guarantee is released and discharged in full so long as such Restricted Subsidiary has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor or the Subsidiary Guarantor’s Indebtedness issued any other Guarantees (other than Guarantees described in the first proviso of paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of the CompanyIndenture or (iii) other than reasonable out in connection with any legal defeasance of pocket expensesthe Notes in connection with the terms of the Indenture.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 Collateral Agent such amendments or supplements to the Security Documents necessary in order to grant to the Collateral 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 or the Collateral Agent to give effect to the foregoing; and (34) deliver to the Trustee and the Collateral 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 SubsidiarySubsidiary 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof), the Company shall not be obligated to cause any 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 Company or a Restricted Subsidiary of the CompanySubsidiary) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary If, after the Issue Date, then any Domestic Subsidiary of the Company shall cause such newly acquired or created that is not an Immaterial Subsidiary to become and that is not already a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or a any Subsidiary Guarantor in excess of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)De Minimis Amount, at which time then such Domestic Subsidiary shall: (1) execute will become a Guarantor by executing 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an Opinion obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of Counsel the Company that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Unrestricted Subsidiaries. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of the Notes created a Domestic Subsidiary that was incurred pursuant to the provisions described in paragraph (a) above may this Section 3.11 shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: (1) (at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any other 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release excess of the Note Guarantees on the terms and conditions and in the circumstances De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 11.08 hereof10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. The Company will cause each Wholly Owned Domestic Subsidiary (aother than any Excluded Subsidiary) If the Company that (i) becomes a borrower or any of its Restricted Subsidiaries acquires issuer with respect to or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee ii) Guarantees payment of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness described , in paragraph (a) aboveeach case, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company any Credit Facility or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness any Capital Markets Indebtedness, in each case, in an aggregate principal amount that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary exceeds $100.0 million (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Indebtedness payable to the Company or a Restricted Subsidiary) to execute and deliver to the Trustee, within 30 days thereof, a supplemental indenture or other instrument pursuant to which such Wholly Owned Domestic Subsidiary will Guarantee payment of the CompanyNotes, whereupon such Wholly Owned Domestic Subsidiary will become a Subsidiary Guarantor for all purposes under this Indenture. In addition, the Company may, at its option, elect to cause any Subsidiary that has not (i) become a borrower or issuer with respect to or (ii) Guaranteed payment of any Indebtedness of the Company or any Subsidiary Guarantor, in each case, under (A) any Credit Facility or (B) any Capital Markets Indebtedness, in each case, in an aggregate principal amount that exceeds $100.0 million (other than reasonable out Indebtedness payable to the Company or a Restricted Subsidiary) to become a Subsidiary Guarantor. Any Subsidiary Guarantor will automatically and unconditionally be released from all obligations under its Subsidiary Guarantee, and such Subsidiary Guarantee shall thereupon automatically terminate and be discharged and of pocket expensesno further force or effect as provided under Section 1303.

Future Subsidiary Guarantors. (a) If the Company If, on or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created any Restricted Subsidiary to become that is not a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of Guarantees any other capital markets Indebtedness of the Company or a Subsidiary Guarantor of (other than Indebtedness owing to the type specified under clauses Company or a Restricted Subsidiary) (1) or (2) of the definition of “Guaranteed Indebtedness”), at which time then the Company shall cause such Subsidiary shallRestricted Subsidiary, to: (1) 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 such Subsidiary Restricted Subsidiary, shall unconditionally guarantee, on a senior basis, Guarantee all of the Company’s Obligations obligations under this Indenture the Notes and the Notes Indenture on the terms set forth in this the Indenture;; and (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture and any other documents required to be delivered have 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. (b) Notwithstanding Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of the foregoingIndenture. The Company may cause any other Restricted Subsidiary of the Company to issue a Note Guarantee and become a Subsidiary Guarantor. (c) If the Guaranteed Indebtedness is pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with the Note Guarantee. If the Guaranteed Indebtedness is subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (d) A Note Guarantee of a Subsidiary Guarantor will automatically terminate and be released without any Guarantee action required on the part of the Trustee or any Holder 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) a sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Subsidiary of the Company or the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (other than to the Company or a Subsidiary or an Affiliate of the Company) otherwise permitted by the Indenture; (2) such Subsidiary Guarantor’s becoming an Unrestricted Subsidiary in accordance with respect to any Guarantee created after the date terms of this the Indenture; (3) the release by the holders or discharge of the Company’s Guarantee or security that enabled the creation of such Note Guarantee and all other Guarantees of Indebtedness of the Company by such Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, ; provided that no Default or Event of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a Default has occurred and is continuing or would result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiarytherefrom; or (B4) 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 legal defeasance or covenant defeasance in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release accordance with terms of the Note Guarantees on Indenture or the terms satisfaction and conditions and in discharge of the circumstances described in Section 11.08 hereofIndenture. (ce) Each additional Note Guarantee will shall be limited in amount to an amount not to exceed the maximum amount that can be Guaranteed by the applicable Subsidiary Guarantor without rendering the Note Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Subsidiary 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. (f) or other considerations under applicable lawThe Company shall notify the Trustee and the Holders in writing if the Note Guarantee of any Subsidiary Guarantor is released. Notwithstanding Section 4.17(aThe Trustee shall execute and deliver an appropriate instrument confirming the release of any such Subsidiary Guarantor upon written request of the Company as provided in the Indenture, such instrument to be prepared and delivered to the Trustee by the Company. (g) hereofAt the Company’s written request, the Company Trustee will execute and deliver any instrument evidencing such release, such instrument to be prepared and delivered to the Trustee by the Company. A Subsidiary Guarantor may also be released from its obligation under its Note Guarantee pursuant to Section 9.02(d)(8). The Trustee shall not only be obligated to cause deliver any such Restricted Subsidiary to Guarantee the Notes to the extent instrument upon receipt of an Officer’s Certificate stating that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result release is authorized and in (i) any liability for compliance with 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesIndenture.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary, directly or indirectly, to guarantee any Indebtedness of the Company other than the Credit Agreement, the Aetna Note, the Aetna Purchase Option and the Aetna Amended MSA (ato the extent they constitute Indebtedness) If and Hedging Obligations permitted by this Indenture ("Guaranteed Indebtedness") unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Restricted Subsidiaries acquires or creates another Subsidiary after Guarantee. If the Issue DateGuaranteed Indebtedness is pari passu with the Notes, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other such Guaranteed Indebtedness of the Company shall be pari passu with or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect subordinated to the foregoingSubsidiary Guarantee; and (3) deliver and if the Guaranteed Indebtedness is subordinated to the Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorizedNotes, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations then the guarantee of such Subsidiary. (b) Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that all Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may by a Restricted Subsidiary shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) upon the release by the holders or discharge of the Company’s or guarantee which resulted in the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, creation of their guarantee by such Restricted Subsidiary's Subsidiary (including any deemed Guarantee, except a discharge or release upon payment in full of all obligations under such Indebtedness other than by, or as a result of of, payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If The Company will cause each Restricted Subsidiary (other than a Foreign Subsidiary) that Guarantees, on the Issue Date or any time thereafter, Indebtedness of the Company or any under the Senior Secured Credit Agreement to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Dateprincipal of, then premium, if any, and interest in respect of the Company shall cause such newly acquired or created Subsidiary to become Notes on a senior unsecured basis and all other obligations under this Indenture on an unsecured basis. Notwithstanding the foregoing, in the event (1) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (in i) the event that such Subsidiary provides a guarantee of any Senior Secured Credit Agreement and (ii) all other Indebtedness of the Company or and its Restricted Subsidiaries and (2) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor of the type specified under clauses Section 3.3 or such Subsidiary Guarantor's obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (1other than a Subsidiary Guarantor) or (2) of the definition of “Indebtedness”under Section 3.3(b), at which time then the Subsidiary Guarantee of such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary Guarantor shall be automatically and 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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 Subsidiaryreleased or discharged. (b) Notwithstanding The obligations of each Subsidiary Guarantor will be limited to the foregoingmaximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantee Guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the Notes created obligations of such other Subsidiary Guarantor under its Subsidiary 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) , result in the release by the holders obligations of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 under its Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations Guarantee not constituting a fraudulent conveyance or fraudulent transfer under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereoffederal or state law. (c) Each additional Note Subsidiary Guarantee will shall also 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 released in accordance with the rights provisions of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses10.2.

Future Subsidiary Guarantors. (a) If the The Company shall not cause or permit any of its Restricted Subsidiaries acquires that is not a Subsidiary Guarantor (i) to Guarantee the obligations of, or creates another Subsidiary after the Issue Datebecome a co-borrower with, then the Company shall cause or any Subsidiary Guarantor, under any Credit Facility or (ii) to create, assume, Incur, issue or Guarantee any Material Indebtedness, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such newly acquired or created Restricted Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides by executing and delivering a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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 SubsidiaryGuarantee Agreement. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant Section 4.7(a)(ii) shall not apply to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged uponfollowing items of Indebtedness: (1i) (Indebtedness of a Person existing at the time such Person is merged with respect to any Guarantee created after the date of this Indenture) the release or into, amalgamated with, or is consolidated into, a Restricted Subsidiary, or which is assumed by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee by such a Restricted Subsidiary (including any deemed release upon payment in full connection with an acquisition of substantially all obligations under the assets of such Person, so long as such Indebtedness other than was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as a result of payment under such guarantee), at a time when: (A) no other the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of either a Person existing at the time such Person becomes a Restricted Subsidiary, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Restricted Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) Purchase Money Obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Subsidiary Guarantor has been guaranteed by such other Restricted Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed 0.5 times Adjusted EBITDA determined on a Pro Forma Basis for the relevant Reference Period measured at the time of Incurrence of any Indebtedness under this clause (v); (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; orprovided that such Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (A) workers’ compensation, unemployment insurance and other social security laws and (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary bids, trade contracts, leases (including any deemed release upon payment in full of all obligations under such Indebtedness other than as Capitalized Lease Obligations or Synthetic Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and obligations of a result of payment under such guarantee); orlike nature; (2viii) Hedging Obligations entered into other than for speculative purposes and the release financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that, after giving effect thereto, the Note Guarantees aggregate principal amount of Exempted Debt at any one time outstanding does not exceed the greater of (A) $1 billion and (B) 1.5 times Adjusted EBITDA determined on a Pro Forma Basis for the terms and conditions and relevant Reference Period, in each case measured at the circumstances described in Section 11.08 hereofdate of any Incurrence of Exempted Debt. (c) Each additional Note Guarantee In the event that Indebtedness meets the criteria of more clauses of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant any clause of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be limited as necessary deemed to recognize certain defences generally available be Incurred pursuant 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 any other clause of creditors generallySection 4.7(b) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to any clause of Section 4.7(b) by such a Restricted Subsidiary would reasonably that subsequently becomes a Subsidiary Guarantor shall cease to be expected outstanding under such clause at such time as it becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to give rise classify or re-classify such Indebtedness as Incurred under any of such clauses to or result in permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) any liability for accrual of interest, accrual of dividends, the officersaccretion of accreted value or original issue discount, directors or shareholders the amortization of such Restricted Subsidiary or debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any significant costU.S. dollar-denominated restriction on the Incurrence of Indebtedness, expensethe U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, liability however, that if such Indebtedness is Incurred to refinance or obligation replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (including with respect iii) the maximum amount of any Taxes, but excluding any reasonable guarantee or similar fee payable to Indebtedness that the Company or and its Restricted Subsidiaries may Incur shall not be deemed to be exceeded solely as a Restricted Subsidiary result of fluctuations in the Company) other than reasonable out exchange rate of pocket expensescurrencies.

Future Subsidiary Guarantors. (a) If The Company will cause each Restricted Subsidiary that Guarantees, on the Company Issue Date or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datetime thereafter, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on a senior secured basis and all other obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the Holders of the Securities a perfected and at least second-priority security interest in any Collateral held by such Restricted Subsidiary; or , subject to Permitted Liens. Notwithstanding the foregoing, in the event (Ba) the holders a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Lenders Debt and (2) all such other Indebtedness that is guaranteed by of the Company and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Private Placement Notes, and (b) such Restricted Subsidiary also release their guarantee by Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 or such Restricted Subsidiary (including any deemed release upon payment in full of all Guarantor’s obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms are satisfied in full and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will discharged or are otherwise permitted to 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee Incurred 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 Company or a Restricted Subsidiary of the Company) (other than reasonable out a Subsidiary Guarantor) under the second paragraph of pocket expensesSection 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged.

Future Subsidiary Guarantors. (a) If The Company shall cause each Restricted Subsidiary of the Company (other than any Foreign Subsidiary or any Securitization Subsidiary) formed (including by operation of or as a result of an LLC Division) or acquired after the Issue Date that directly or indirectly assumes, becomes a borrower under, guarantees or in any other manner become liable with respect to any Indebtedness of the Company under the Senior Secured Credit Agreement or any other syndicated loan or capital markets Indebtedness of the Company or any of its Restricted Subsidiaries acquires with a principal amount equal to or creates another in excess of $100.0 million within 30 days after such obligation arises to issue a Subsidiary after Guarantee and execute and deliver an indenture supplemental to this Indenture as a Subsidiary Guarantor substantially in the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to form of Exhibit C and thereby become a Subsidiary Guarantor (in which shall be bound by the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 Notes 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; Indenture (2) take without such further action and Subsidiary Guarantor being required to execute and deliver such the guarantee endorsed on the Notes) and supplements or joinders to the Security Documents or new Security Documents together with any other documents as otherwise may be reasonably requested filings, actions and agreements required by the Trustee Security Documents to give effect to create or perfect the foregoingsecurity interests for the benefit of the Notes Secured Parties in the Collateral of each Subsidiary; and (3provided that the foregoing shall not apply if Acquired Debt incurred under Section 4.07(b)(ix)(c) deliver to the Trustee 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 shall prohibit such Subsidiary and constitute legalGuarantee, valid, binding and enforceable Obligations of but only for so long as such SubsidiaryAcquired Debt prohibits such Subsidiary Guarantee. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph foregoing 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) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated to cause such each Restricted Subsidiary (other than Immaterial Subsidiaries) of Scripps existing on the Escrow Release Date to, on the Escrow Release Date, execute and deliver an indenture supplemental to Guarantee this Indenture substantially in the form of Exhibit D and thereby become a Subsidiary Guarantor which shall be bound by the guarantee of the Notes to in the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result form set forth in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation this Indenture (including with respect of any Taxes, but excluding any reasonable such Subsidiary Guarantor being required to execute and deliver the guarantee or similar fee payable to endorsed on the Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesNotes).

Future Subsidiary Guarantors. (a) If the Company If, on or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, any Restricted Subsidiary (other than the Issuer) that is not a Subsidiary Guarantor Guarantees any capital markets Indebtedness of the Company, the Issuer or any Subsidiary Guarantor (other than Indebtedness owing to the Company or a Restricted Subsidiary) (“Guaranteed Indebtedness”), then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)Restricted Subsidiary, at which time such Subsidiary shallto: (1) 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 such Subsidiary Restricted Subsidiary, shall unconditionally guarantee, on a senior basis, Guarantee all of the CompanyIssuer’s Obligations obligations under this Indenture and the Notes on the terms set forth in and this Indenture;; and (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture and any other documents required to be delivered have has been duly authorized, executed and delivered by such Subsidiary Restricted Subsidiary, is compliant with the terms and constitute conditions of this Indenture and constitutes a legal, valid, binding and enforceable Obligations obligation of such Restricted Subsidiary. (b) Notwithstanding Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. The Company may cause any other Restricted Subsidiary of the foregoingCompany to issue a Note Guarantee and become a Subsidiary Guarantor. (c) If the Guaranteed Indebtedness is pari passu with the Notes, any then the Guarantee of such Guaranteed Indebtedness shall be pari passu with the Notes created pursuant Note Guarantee. If the Guaranteed Indebtedness is subordinated to the provisions described in paragraph Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (ad) above may provide by its terms that it A Note Guarantee of a Subsidiary Guarantor will automatically terminate and be automatically and unconditionally released and discharged without any action required on the part of the Trustee or any Holder upon: (1) a sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Subsidiary of the Company or the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (other than to the Company or a Subsidiary or an Affiliate of the Company) otherwise permitted by this Indenture; (2) such Subsidiary Guarantor’s becoming an Unrestricted Subsidiary in accordance with respect to any Guarantee created after the date terms of this Indenture; (3) the release by the holders or discharge of the Company’s Guarantee or security that enabled the creation of such Note Guarantee and all other Guarantees of Indebtedness of the Company by such Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, ; provided that no Default or Event of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a Default has occurred and is continuing or would result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiarytherefrom; or (B4) 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 legal defeasance or covenant defeasance in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms accordance with Section 8.01 or satisfaction and conditions and discharge in the circumstances described in accordance with Section 11.08 hereof8.02. (ce) Each additional Note Guarantee will shall be limited in amount to an amount not to exceed the maximum amount that can be Guaranteed by the applicable Subsidiary Guarantor without rendering the Note Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Subsidiary 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. (f) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the The Company shall not notify the Trustee and the Holders in writing if the Note Guarantee of any Subsidiary Guarantor is released. The Trustee shall execute and deliver an appropriate instrument confirming the release of any such Subsidiary Guarantor upon written request of the Company, such instruments to be prepared and delivered to the Trustee by the Company. (g) A Subsidiary Guarantor may also be released from its obligation under its Note Guarantee in accordance with Section 9.02(e)(8). The Trustee shall only be obligated to cause deliver any such Restricted Subsidiary to Guarantee the Notes to the extent instrument upon receipt of an Officer’s Certificate and an Opinion of Counsel each stating that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result release is authorized and in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including compliance with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesthis Indenture.

Future Subsidiary Guarantors. (a) If The Company shall cause each Restricted Subsidiary that Guarantees, on the Issue Date or any time thereafter, any Indebtedness of the Company or any Subsidiary Guarantor to execute and deliver to the Trustee a Subsidiary Guarantee (which, with respect to Subsidiary Guarantees delivered in the future, will be) in the form of its a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Restricted Subsidiaries acquires or creates another Subsidiary after shall unconditionally Guarantee, on a joint and several basis, the Issue Datefull and prompt payment of the principal of, then premium, if any, and interest in respect of the Company shall cause such newly acquired or created Subsidiary to become Securities on a senior secured basis and all other obligations under this Indenture. Notwithstanding the foregoing, in the event (i) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (in 1) the event that such Subsidiary provides a guarantee of any ABL Facility and (2) all other Indebtedness of the Company or and its Restricted Subsidiaries, and (ii) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor of the type specified under clauses (1) Section 3.3 or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (1other than a Subsidiary Guarantor) execute a supplemental indenture in under Section 3.3(b) then the form attached as Exhibit D hereto pursuant to which Subsidiary Guarantee of such Subsidiary Guarantor 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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:discharged. (1b) The obligations of each Subsidiary Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (with respect including, without limitation, any Guarantees under the ABL 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 created after the date of or pursuant to its contribution obligations under this Indenture) , result in the release by the holders obligations of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 under its Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations Guarantee not constituting a fraudulent conveyance or fraudulent transfer under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereoffederal or state law. (c) Each additional Note Subsidiary Guarantee will shall only be limited released in accordance with Article X. (d) Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the First-Priority Collateral and the Second-Priority Collateral) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but in no greater scope)) as may be 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 (including those Permitted Liens) in properties and assets that constitute Collateral as security for the Securities or the Subsidiary 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 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) hereofa third party, the Company shall use commercially reasonable efforts to obtain such consent; 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, the Subsidiary Guarantor shall not be obligated required to cause provide 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensessecurity interest.

Future Subsidiary Guarantors. (a) If The Subsidiaries of the Company that Guarantee or are required to guarantee the Company’s Obligations under the Senior Credit Facility, will become Subsidiary Guarantors by executing one or more joinders to this Guaranty substantially in the form of Exhibit A hereto (a “Joinder”) and delivering them to the Trustee. If any Domestic Subsidiary of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created that is not an Immaterial Subsidiary to become and that is not already a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute by executing 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 Joinder and the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an Opinion obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of Counsel the Company that have properly been designated as Unrestricted Subsidiaries in accordance with Section 3.15 of the Company Indenture (iincorporated by reference in Section 5.17 of the Loan Agreement) such supplemental indenture and any other documents required for so long as they continue to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Unrestricted Subsidiaries. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of the Notes created a Domestic Subsidiary that was incurred pursuant to the provisions described in paragraph (a) above may this section shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: (1) (at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any other 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release excess of the Note Guarantees on De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited in accordance with the terms and conditions and in the circumstances provisions of this Guaranty as described in Section 11.08 hereof3. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Guaranty described in Section 3. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. The Company shall cause each Person that becomes a Restricted Subsidiary following the Issue Date to, within 30 days of the date that such Person has become a Restricted Subsidiary, in the case of a Domestic Restricted Subsidiary, or of the first anniversary of such Person having become a Subsidiary, in the case of a Foreign Restricted Subsidiary, (ai) If execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee the payment and performance of the notes at the time such Person becomes a Restricted Subsidiary; (ii) execute supplements to the applicable Notes Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted Subsidiary to the same extent as that set forth in this Indenture and the Notes Security Documents and execute supplements to the Collateral Agency Agreement and, if in effect, the Crossing Lien Intercreditor Agreement; and (iii) take all actions required by the Notes Security Documents to perfect such Lien. Notwithstanding the foregoing but subject to the following paragraph, a Foreign Restricted Subsidiary that becomes a Restricted Subsidiary following the Issue Date will take the actions described in the foregoing clauses (i) through (iii) within 30 days of the date such Person has become a Restricted Subsidiary if the Company determines in good faith that such Foreign Restricted Subsidiary will not have any earnings and profits for U.S. federal income tax purposes before the first anniversary of such Person having become a Restricted Subsidiary. The form of such supplemental indenture is attached as Exhibit E hereto. A Foreign Restricted Subsidiary shall not be required to provide a Subsidiary Guarantee pursuant to the foregoing covenant if it is (i) a Foreign Restricted Subsidiary with respect to which the Company has determined in good faith that making such Foreign Restricted Subsidiary a Subsidiary Guarantor is not practicable (including as a result of local law in the jurisdiction in which such Foreign Restricted Subsidiary is organized or other applicable law, rule or regulation) or (ii) a Foreign Restricted Subsidiary for which the Company determines in good faith that the burden or cost (including any costs resulting from material adverse tax consequences) of its Restricted Subsidiaries acquires or creates another providing a guarantee therefrom outweigh the benefit of the guaranty afforded thereby. It is understood for purposes of the foregoing that (1) any such Subsidiary Guarantee shall not be required due to material adverse U.S. federal income tax consequences only if such consequences arise as a result of a change in law occurring after the Issue Date, then including, for the Company shall cause such newly acquired or created Subsidiary avoidance of doubt, a change to become a Subsidiary Guarantor the Proposed Regulations under Section 956 of the Code, published on November 5, 2018; and (in the event that 2) such Subsidiary provides a guarantee Guarantee shall be required to be provided by such Foreign Restricted Subsidiary within 30 days after the earlier to occur of (A) the conditions specified in clauses (i) and (ii) of the preceding sentence no longer being applicable and (B) either (x) such Foreign Restricted Subsidiary providing Credit Support for any other Indebtedness of the Company or a Guarantor or (y) such Foreign Restricted Subsidiary Incurring Indebtedness for which the Company or a Guarantor provides Credit Support. Notwithstanding the foregoing, by no later than the 15th day following the Issue Date, the Issuers shall cause each Foreign Restricted Subsidiary that does not, as of the type Issue Date, meet the conditions specified under in clauses (1i) or and (2ii) of the definition first sentence of “Indebtedness”), at which time such Subsidiary shall: the preceding paragraph to (1i) execute and deliver to the Trustee a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Foreign Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all guarantee the payment and performance of the Company’s Obligations under notes; (ii) execute supplements to the applicable Notes Security Documents and/or other documentation necessary in order to xxxxx x Xxxx in the Collateral owned by such Foreign Restricted Subsidiary to the same extent as that set forth in this Indenture and the Notes on Security Documents and execute supplements to the terms set forth in this Indenture; Collateral Agency Agreement; (2iii) take such further action and execute and deliver such other documents as otherwise may be reasonably requested all actions required by the Trustee Notes Security Documents to give effect to the foregoingperfect such Lien; and and (3iii) deliver to the Trustee an Opinion of Counsel that (i) and the Collateral Agent such supplemental indenture legal opinions 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 Subsidiarydocumentation as each may reasonably request. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the The Company or shall not permit any of its Restricted current or future Domestic Subsidiaries acquires or creates another Subsidiary after (other than QS Wholesale) to either (1) Guarantee the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee payment of any other Indebtedness of the Company Company, QS Wholesale or a any other Restricted Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)otherwise become an obligor, at which time such Subsidiary shall: including as a co-borrower, under a Credit Facility Incurred pursuant to clause (1) execute of Section 3.3(b), unless (i) such Domestic Subsidiary simultaneously (x) executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto C hereto, providing for a Notes Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall fully and unconditionally guaranteeGuarantee, on a senior joint and several basis, all of the Company’s Obligations obligations of the Issuers and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior basis and all other obligations under this Indenture and (y) executes and delivers supplements and/or joinders to the Notes on applicable Security Documents in order to xxxxx x Xxxx in the terms Collateral owned by such Domestic Subsidiary to the same extent as that set forth in this Indenture; (2) Indenture and the Security Documents and take such further action and execute and deliver such other documents as otherwise may be reasonably requested all actions required by the Trustee Security Documents to give effect perfect such Lien; provided that if such Indebtedness is by its express terms subordinated in right of payment to the foregoingNotes or the Notes Guarantees, as the case may be, any such Guarantee of such Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Domestic Subsidiary’s Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and (3ii) such Domestic 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 rights against the Company, QS Wholesale or any other Restricted Subsidiary as a result of any payment by such Domestic Subsidiary under its Notes Guarantee so long as any of the Notes remain outstanding; and (iii) such Domestic Subsidiary shall deliver to the Trustee an Opinion of Counsel that (i) such supplemental indenture with respect to corporate matters in connection with its Notes Guarantee, in form and any other documents required substance reasonably satisfactory to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiarythe Trustee. (b) Notwithstanding The foregoing notwithstanding, in the foregoingevent a Subsidiary Guarantor is released and discharged from all of its obligations (other than contingent indemnification obligations) (1) under Guarantees of Indebtedness and other obligations under a Credit Facility and all other Indebtedness of the Company, any QS Wholesale and the Restricted Subsidiaries, and (2) as an obligor, including as a co-borrower, under a Credit Facility, then the Notes Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will such Subsidiary Guarantor shall be automatically and unconditionally released and discharged upon: (1) (with respect to discharged. Upon any Guarantee created after the date release of this Indenture) the release by the holders of the Company’s or the a Subsidiary Guarantor’s Indebtedness described in paragraph (a) aboveGuarantor from its Notes Guarantee, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all Guarantor shall also be automatically and unconditionally released from its obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofSecurity Documents. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired each Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that is a borrower or created Subsidiary guarantor under the CEI Credit Agreement to become a Subsidiary Guarantor execute and deliver to the Trustee (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1i) 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 C hereto pursuant to which such Subsidiary will guarantee the Company’s obligations under the Notes and this Indenture and shall unconditionally guaranteecomply with the additional requirements of Section 13.06 and (ii) joinders to Security Documents or new Security Documents and take all actions required by such Security Documents to perfect the Liens created thereunder. Notwithstanding the foregoing, on a senior basis, all certain of the Company’s Obligations Wholly Owned Restricted Subsidiaries that are guarantors under the CEI Credit Agreement that are gaming licensees or registered holding companies of gaming licensees under New Jersey gaming laws shall not be required to become Subsidiary Guarantors unless and until such Note Guarantees are approved by the New Jersey Division of Gaming Enforcement. Within twenty Business Days after receipt of any such approvals, (i) the Company and the applicable Wholly Owned Restricted Subsidiaries shall execute any and all further documents, agreement and instruments, and take all such further actions as necessary under this Indenture in order to evidence the Note Guarantee by such Wholly Owned Restricted Subsidiaries, including, without limitation, the execution and the Notes on the terms set forth in delivery of a supplemental indenture to this Indenture; Indenture and (2ii) take such further action and Wholly Owned Restricted Subsidiaries shall execute and deliver such other documents as otherwise may be reasonably requested by to the Collateral Agent or the Trustee joinders to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that (i) such supplemental indenture Security Documents or new Security Documents and any other documents take all actions 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. (b) Notwithstanding Security Documents to perfect the foregoing, any Guarantee of the Notes Liens 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes thereunder to the extent that such Guarantee required by such Restricted Subsidiary would reasonably be expected to give rise to or result the Security Documents (in (i) any liability for the officerseach case, 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 Company or extent such Wholly Owned Restricted Subsidiaries are not otherwise excluded from the requirement to provide a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesNote Guarantee pursuant to this Indenture).

Future Subsidiary Guarantors. (a) If the Company If, on or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, any Restricted Subsidiary (other than the Issuer) that is not a Subsidiary Guarantor Guarantees any capital markets Indebtedness of the Company, the Issuer or any Subsidiary Guarantor (other than Indebtedness owing to the Company or a Restricted Subsidiary) (“Guaranteed Indebtedness”), then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)Restricted Subsidiary, at which time such Subsidiary shallto: (1) 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 such Subsidiary Restricted Subsidiary, shall unconditionally guarantee, on a senior basis, Guarantee all of the CompanyIssuer’s Obligations obligations under this Indenture the Notes and the Notes Indenture on the terms set forth in this the Indenture;; and (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture and any other documents required to be delivered have 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. (b) Notwithstanding Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of the foregoingIndenture. The Company may cause any other Restricted Subsidiary of the Company to issue a Note Guarantee and become a Subsidiary Guarantor. (c) If the Guaranteed Indebtedness is pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with the Note Guarantee. If the Guaranteed Indebtedness is subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (d) A Note Guarantee of a Subsidiary Guarantor will automatically terminate and be released without any Guarantee action required on the part of the Trustee or any Holder 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) a sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Subsidiary of the Company or the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (other than to the Company or a Subsidiary or an Affiliate of the Company) otherwise permitted by the Indenture; (2) such Subsidiary Guarantor’s becoming an Unrestricted Subsidiary in accordance with respect to any Guarantee created after the date terms of this the Indenture; (3) the release by the holders or discharge of the Company’s Guarantee or security that enabled the creation of such Note Guarantee and all other Guarantees of Indebtedness of the Company by such Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, ; provided that no Default or Event of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a Default has occurred and is continuing or would result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiarytherefrom; or (B4) 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 legal defeasance or covenant defeasance in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release accordance with terms of the Note Guarantees on Indenture or the terms satisfaction and conditions and in discharge of the circumstances described in Section 11.08 hereofIndenture. (ce) Each additional Note Guarantee will shall be limited in amount to an amount not to exceed the maximum amount that can be Guaranteed by the applicable Subsidiary Guarantor without rendering the Note Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Subsidiary 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. (f) or other considerations under applicable lawThe Company shall notify the Trustee and the Holders in writing if the Note Guarantee of any Subsidiary Guarantor is released. Notwithstanding Section 4.17(aThe Trustee shall execute and deliver an appropriate instrument confirming the release of any such Subsidiary Guarantor upon written request of the Company as provided in the Indenture. (g) hereofAt the Company’s written request, the Company Trustee will execute and deliver any instrument evidencing such release. A Subsidiary Guarantor may also be released from its obligation under its Note Guarantee pursuant to Section 9.02(d)(8). The Trustee shall not only be obligated to cause deliver any such Restricted Subsidiary to Guarantee the Notes to the extent instrument upon receipt of an Officer’s Certificate stating that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result release is authorized and in (i) any liability for compliance with 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesIndenture.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary If, after the Issue Date, then (a) the Company Issuer or any Restricted Subsidiary shall cause such acquire or create another Domestic Restricted Subsidiary (other than a Subsidiary that has been designated an Unrestricted Subsidiary), (b) any Unrestricted Subsidiary that is a Domestic Subsidiary is redesignated a Restricted Subsidiary or (c) any Restricted Subsidiary (including any newly formed, newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of newly redesignated Restricted Subsidiary) Guarantees any other Indebtedness of the Company or a Issuer then, in each such case, the Issuer shall, within thirty (30) days following such event, cause such Restricted Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shallto: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form attached as of Exhibit D E hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee, Guarantee on a senior basis, unsecured basis all of the CompanyIssuer’s Obligations obligations under this Indenture and the Notes on the terms set forth in and this Indenture; (2) [Reserved]; (3) take such further action and execute and deliver such other documents as specified in this Indenture or otherwise may be reasonably requested by the Trustee to give effect to effectuate the foregoing; and (34) deliver to the Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required satisfactory to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiarythe Trustee. (b) Notwithstanding Each Subsidiary Guarantee shall be limited to an amount not to exceed the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide maximum amount that can be guaranteed 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 or Restricted Subsidiary without rendering the Subsidiary Guarantor’s Indebtedness described in paragraph (a) aboveGuarantee, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by it relates to such Restricted Subsidiary; or (B) , voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the holders rights 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofcreditors generally. (c) Each additional Note Subsidiary 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 automatically released in accordance with the rights provisions of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a) 10.02 hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If From the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Escrow Release Date, then the Company shall cause such newly acquired each Restricted Subsidiary (x) that borrows under or created Subsidiary to become a Subsidiary Guarantor Guarantees the Senior Credit Facilities, and (in the event y) that such Subsidiary provides a guarantee of Guarantees any other Indebtedness of the Company or a Subsidiary Guarantor (other than Indebtedness owing to the Company or any of its Restricted Subsidiaries) in an aggregate principal amount greater than or equal to $50.0 million, 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 in the form attached as Exhibit D hereto to this Indenture pursuant to which such Restricted Subsidiary shall will irrevocably and 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 basis and all other obligations under this Indenture; (2) take . To the extent that the assets of any such further action and execute and deliver future Subsidiary Guarantor are required to pledged as collateral pursuant to the Senior Credit Facilities or any such other documents Indebtedness, such assets will be pledged as otherwise may be reasonably requested by the Trustee to give effect Collateral pursuant to the foregoing; and (3) deliver to Security Documents reasonably promptly after such Restricted Subsidiary issues its Guarantee of the Trustee 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 SubsidiaryNotes. (b) Notwithstanding the foregoing, in the event (i) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of any other Indebtedness that gave rise (or would give rise) to its obligation to provide such Subsidiary Guarantee and (ii) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 4.09 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 4.09, then the Subsidiary Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will such Subsidiary 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofdischarged. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If The Company shall cause each Restricted Subsidiary of the Company (other than any Foreign Subsidiary or any Securitization Subsidiary) formed (including by operation of or as a result of an LLC Division) or acquired after the Issue Date that directly or indirectly assumes, becomes a borrower under, guarantees or in any other manner become liable with respect to any Indebtedness of the Company under the Senior Secured Credit Agreement or any other syndicated loan or capital markets Indebtedness of the Company or any of its Restricted Subsidiaries acquires with a principal amount equal to or creates another in excess of $100.0 million within 30 days after such obligation arises to issue a Subsidiary after Guarantee and execute and deliver an indenture supplemental to this Indenture as a Subsidiary Guarantor substantially in the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to form of Exhibit C and thereby become a Subsidiary Guarantor (in which shall be bound by the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 Notes 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; Indenture (2) take without such further action and Subsidiary Guarantor being required to execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to guarantee endorsed on the foregoingNotes); and (3provided that the foregoing shall not apply if Acquired Debt incurred under Section 4.07(b)(ix)(c) deliver to the Trustee 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 shall prohibit such Subsidiary and constitute legalGuarantee, valid, binding and enforceable Obligations of but only for so long as such SubsidiaryAcquired Debt prohibits such Subsidiary Guarantee. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph foregoing 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) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated to cause such each Restricted Subsidiary (other than Immaterial Subsidiaries) of Scripps existing on the Escrow Release Date to, on the Escrow Release Date, execute and deliver an indenture supplemental to Guarantee this Indenture substantially in the form of Exhibit D and thereby become a Subsidiary Guarantor which shall be bound by the guarantee of the Notes to in the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result form set forth in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation this Indenture (including with respect of any Taxes, but excluding any reasonable such Subsidiary Guarantor being required to execute and deliver the guarantee or similar fee payable to endorsed on the Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesNotes).

Future Subsidiary Guarantors. (a) If the The Company or will not permit any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in Guarantee the event that such Subsidiary provides a guarantee payment of any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary Guarantor of the type specified under clauses Indebtedness of a Foreign Subsidiary) unless (1i) or (2) of the definition of “Indebtedness”), at which time such Restricted Subsidiary shall: (1) execute simultaneously executes and delivers a supplemental indenture in the form attached as Exhibit D 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 Companyprincipal of, premium, if any, and interest (including Additional Interest, if any) on the Securities and all other obligations under this Indenture on a senior subordinated basis except that (A) if the Securities or, if the issuer of the Indebtedness being Guaranteed is a Subsidiary Guarantor, its Subsidiary Guarantee is subordinated in right of payment to such Indebtedness, the Subsidiary Guarantee to be issued shall be subordinated to such Restricted Subsidiary’s Obligations Guarantee with respect to such Indebtedness substantially to the same extent as the Securities or the applicable Subsidiary Guarantee, as the case may be, is subordinated to such Indebtedness under this Indenture and the Notes on the (B) if such Indebtedness is by its express terms set forth subordinated in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect right of payment to the foregoingSecurities or a Subsidiary Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Securities or the applicable Subsidiary Guarantee, as the case may be; and (3ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that (iA) such supplemental indenture and any other documents required to be delivered have 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 Restricted Subsidiary. , subject to bankruptcy, insolvency or similar laws (bincluding, without limitation, all laws relating to fraudulent transfers) and general principles of equity; provided that this paragraph shall not be applicable to any Guarantee by any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (y) that Guarantees the payment of obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility. Notwithstanding the foregoingforegoing and the other provisions of this Indenture, any Subsidiary Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may by a Restricted Subsidiary shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: if: (1i) the sale or other disposition is in compliance with this Indenture, including Section 3.5, Section 3.9 and Section 4.1; and (with respect ii) all the obligations of such Subsidiary Guarantor under any agreements relating to any Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. In addition, a Subsidiary Guarantor will be released from its obligations under this Indenture, its Subsidiary Guarantee created after and, if applicable, the date Registration Rights Agreement: (i) if applicable, the Guarantee which resulted in the issuance of such Subsidiary Guarantee is released and discharged in full and such Restricted Subsidiary has not issued a Guarantee of other Indebtedness of the Company or its Restricted Subsidiaries that has not been released and discharged in full (other than Guarantees referred to in the final provision of the preceding paragraph), (ii) the Company designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture or (iii) in connection with any legal defeasance of the Securities in connection with the terms of this Indenture) the release by the holders . The obligations of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 under its Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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 prevent its Subsidiary Guarantee from constituting a 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 fraudulent transfer under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If The Company shall cause (x) each Domestic Restricted Subsidiary, each UK Restricted Subsidiary and any other Subsidiary (including any Foreign Subsidiary) of the Company that is a borrower or guarantor the Senior Credit Facility on the Effective Date, (y) any Domestic Restricted Subsidiary or UK Restricted Subsidiary or any other Subsidiary (including any Foreign Subsidiary) of the Company that is a borrower or guarantor under the Senior Credit Facility, and (z) any Domestic Restricted Subsidiary or UK Restricted Subsidiary that is a borrower or guarantor under (or any other Foreign Subsidiary that guarantees Obligations of any such Domestic Restricted Subsidiary or UK Restricted Subsidiary under) any other credit agreement, bank facility or any capital markets securities of the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a other Subsidiary Guarantor in excess of $50.0 million (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of collectively, “Other Material Indebtedness”), at which time such Subsidiary shall: (1) in each case, to execute and deliver to the Trustee a supplemental indenture in indenture, the form of which is attached as Exhibit D C hereto (or, in the case of clause (x) above, Exhibit B hereto), pursuant to which such 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 basis and all other obligations under this Indenture; , and joinders to the Intercreditor Agreement and Collateral Documents or new Collateral Documents, together with any other filings and agreements (2subject to customary extension periods) take required by the Collateral Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such further action and Subsidiary (or in the case of any Foreign Subsidiary, to execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect Collateral Documents and take perfection actions in form and substance substantially similar to the foregoing; and corresponding collateral documents entered into and perfection actions taken or to be taken in respect of, the Senior Credit Facility (3or, if the obligation to provide such Guarantee arises in respect of Other Material Indebtedness (and not in respect of the Senior Credit Facility), such Other Material Indebtedness) deliver substantially concurrently as under the Senior Credit Facility (or such Other Material Indebtedness, as applicable) to create a perfected security interest with respect to the Trustee an Opinion of Counsel that (i) such supplemental indenture equity interests issued by 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 assets of such SubsidiaryForeign Subsidiary for the benefit of the Holders). (b) Notwithstanding the foregoing, any each Subsidiary Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may shall provide by its terms that it will be shall automatically and unconditionally be 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company If, on or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, any Restricted Subsidiary that is not a Subsidiary Guarantor becomes an obligor under or guarantees any Credit Facility or capital markets debt securities of the Company or a Subsidiary Guarantor (other than Indebtedness owing to the Company or a Restricted Subsidiary) (“Guaranteed Indebtedness”), then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)Restricted Subsidiary, at which time such Subsidiary shallto: (1) 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 such Subsidiary Restricted Subsidiary, shall unconditionally guarantee, on a senior basis, Guarantee all of the Company’s Obligations obligations under the Notes and this Indenture and the Notes on the terms set forth in this Indenture;; and (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture and any other documents required to be delivered have 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. (b) Notwithstanding Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. The Company may cause any other Restricted Subsidiary of the foregoingCompany to issue a Note Guarantee and become a Subsidiary Guarantor. (c) If the Guaranteed Indebtedness is pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with the Note Guarantee. If the Guaranteed Indebtedness is subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (d) A Note Guarantee of a Subsidiary Guarantor will automatically terminate and be released without any Guarantee action required on the part of the Trustee or any Holder 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 a sale or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee by such Restricted Subsidiary other disposition (including any deemed release upon payment in full by way of all obligations under consolidation or merger) of such Indebtedness other than as Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a result Subsidiary of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any the sale or disposition of all or substantially all the assets of such 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary or an Affiliate of the Company) otherwise permitted by this Indenture; (2) such Subsidiary Guarantor’s becoming an Unrestricted Subsidiary in accordance with the terms of this Indenture; (3) the release or discharge of the Guarantee or security that required the creation of such Note Guarantee and all other than reasonable out Guarantees of pocket expensesIndebtedness of the Company by such Subsidiary Guarantor; provided that no Default or Event of Default has occurred and is continuing or would result therefrom; or (4) the legal defeasance or covenant defeasance in accordance with terms of this Indenture or the satisfaction and discharge of this Indenture. (e) The Company shall notify the Trustee and the Holders in writing if the Note Guarantee of any Subsidiary Guarantor is released. The Trustee shall execute and deliver an appropriate instrument confirming the release of any such Subsidiary Guarantor upon written request of the Company as provided in this Indenture. (f) At the Company’s written request, the Trustee will execute and deliver any instrument evidencing such release. A Subsidiary Guarantor may also be released from its obligation under its Note Guarantee in connection with a permitted amendment. See Article IX of this Indenture. The Trustee shall only be obligated to deliver any such instrument upon receipt of an Officers’ Certificate stating that such release is authorized and in compliance with this Indenture.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary If, after the Issue Date, then (a) the Company Issuer or any Restricted Subsidiary shall cause such acquire or create another Domestic Restricted Subsidiary (other than a Subsidiary that has been designated an Unrestricted Subsidiary), (b) any Unrestricted Subsidiary that is a Domestic Subsidiary is redesignated a Restricted Subsidiary or (c) any Restricted Subsidiary (including any newly formed, newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of newly redesignated Restricted Subsidiary) Guarantees any other Indebtedness of the Company or a Issuer then, in each such case, the Issuer shall, within thirty (30) days following such event, cause such Restricted Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shallto: (1) execute and deliver to the Trustee a supplemental indenture substantially in the form attached as of Exhibit D E hereto pursuant to which such Restricted Subsidiary shall unconditionally guarantee, Guarantee on a senior basis, secured basis all of the CompanyIssuer’s Obligations obligations under this Indenture and the Notes on the terms set forth in and this Indenture; (2) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders a perfected security interest in the assets of such Restricted Subsidiary of the type that would constitute Collateral (which for the avoidance of doubt shall not include any Excluded Assets), subject to the Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Security Agreements or by law; (3) take such further action and execute and deliver such other documents as specified in this Indenture, the Intercreditor Agreements or otherwise may be reasonably requested by the Trustee or the Collateral Agent to give effect to effectuate the foregoing; and (34) deliver to the Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required satisfactory to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiarythe Trustee. (b) Notwithstanding Each Subsidiary Guarantee shall be limited to an amount not to exceed the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide maximum amount that can be guaranteed 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 or Restricted Subsidiary without rendering the Subsidiary Guarantor’s Indebtedness described in paragraph (a) aboveGuarantee, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by it relates to such Restricted Subsidiary; or (B) , voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the holders rights 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofcreditors generally. (c) Each additional Note Subsidiary 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 automatically released in accordance with the rights provisions of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a) 10.02 hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. Upon (ai) If the acquisition by the Company or Guarantor of the Capital Stock of any Person, if, as a result of such acquisition, such Person becomes a Subsidiary of the Company or any of its Restricted Subsidiaries acquires Guarantor or creates another Subsidiary after (ii) the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee last day of any other Indebtedness fiscal quarter during which any Subsidiary of the Company that is not a Guarantor as of such date and has not previously been released as a Guarantor pursuant to Section 10.4 or Section 10.5 of this Indenture becomes a Subsidiary, such Subsidiary Guarantor (hereinafter any such Subsidiary, except any Excluded Guarantee Subsidiary (as defined below), being called a "Future Subsidiary Guarantor") shall unconditionally guarantee the obligations of the type specified under clauses (1) or (2) Company with respect to payment and performance of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in Securities and the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all other obligations of the Company’s Obligations Company under this Indenture and to the Notes on same extent that such obligations are guaranteed by the terms set forth in this Indenture; (2) take other Guarantors pursuant to Section 10.1 hereof; and, within 60 days of the date of such further action and occurrence, such Future Subsidiary Guarantor shall execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel a supplemental indenture, which shall be in a form satisfactory to the Trustee, making such Future Subsidiary Guarantor a party to this Indenture; provided, however, that the foregoing provisions shall not apply to (A) any Subsidiary referenced in clause (i) such supplemental indenture and or clause (ii) above that is prohibited by law or by the terms of any other documents required to be delivered have been duly authorized, executed and delivered by agreement from making the guarantee set forth in Section 10.1 hereof (an "Excluded Guarantee Subsidiary") (provided that such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Notwithstanding the foregoing, any Guarantee will become a Future Subsidiary Guarantor as 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 such prohibition is removed or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guaranteelapses), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 10.5 hereof, had such Subsidiary been a Guarantor at the holders time such events occurred, (C) a Subsidiary 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 Indebtedness other than Person which has been released as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Guarantor pursuant to 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) 10.5 hereof, the Company 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 (iD) 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesReceivables Subsidiary.

Future Subsidiary Guarantors. The Company may not permit any Restricted Subsidiary, directly or indirectly, to guarantee any Indebtedness of the Company other than the Credit Agreement (a"Guaranteed Indebtedness") If unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Restricted Subsidiaries acquires or creates another Subsidiary after Guarantee. If the Issue DateGuaranteed Indebtedness is pari passu with the Notes, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other such Guaranteed Indebtedness of the Company shall be pari passu with or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect subordinated to the foregoingSubsidiary Guarantee; and (3) deliver and if the Guaranteed Indebtedness is subordinated to the Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorizedNotes, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations then the guarantee of such Subsidiary. (b) Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that all Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, any Subsidiary Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may by a Restricted Subsidiary shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) upon the release by the holders or discharge of the Company’s or guarantee which resulted in the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, creation of their guarantee by such Restricted Subsidiary's Subsidiary (including any deemed Guarantee, except a discharge or release upon payment in full of all obligations under such Indebtedness other than by, or as a result of of, payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If After the Effective Date, the Company will cause each Restricted Subsidiary that is not then a Subsidiary Guarantor, other than any Foreign Subsidiary, any New Joint Venture Subsidiary or any Existing Joint Venture Subsidiary, to execute and deliver to the Trustee a supplemental indenture substantially in the form set forth on Exhibit B providing a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will 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 subordinated basis. On the Effective Date, the Company will cause Xxxxxxx and each of its Restricted Subsidiaries acquires Subsidiaries, other than any such Subsidiary which is a Foreign Subsidiary or creates another a New Joint Venture Subsidiary, to execute and deliver to the Trustee a supplemental indenture substantially in the form set forth on Exhibit A to the Escrow Agreement providing a Subsidiary after Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the Issue Datefull and prompt payment of the principal of, then premium, if any, and interest on the Notes on a senior subordinated basis. On the Effective Date and thereafter, the Company shall will cause such newly acquired each Subsidiary that is or created becomes a "Subsidiary Guarantor" under and as defined in the Existing Indenture to become a Subsidiary Guarantor under this Indenture. The Company will cause any Domestic Subsidiary that becomes "100% owned" (as defined in Section 3-10(h)(1) of Regulation S-X (Title 17, Code of Federal Regulations, Part 210)) by the event that Company after the Effective Date to become a Subsidiary Guarantor pursuant to this Section 413. Notwithstanding the exception to the first paragraph of this Section 413, after the Effective Date neither the Company nor any Restricted Subsidiary shall create or acquire any Non-Guarantor Subsidiary or designate any Restricted Subsidiary to be an Unrestricted Subsidiary unless after giving effect to such creation, acquisition or designation, all Non-Guarantor Subsidiaries and Unrestricted Subsidiaries taken as a whole on a combined basis (including such Non-Guarantor Subsidiary provides a guarantee or Unrestricted Subsidiary) shall not account for more than 25% of any other Indebtedness EBITDA, and shall not have total assets in an amount exceeding 17% of the total assets of the Company and its Subsidiaries on a combined basis (including any unconsolidated Subsidiaries, and adjusted to eliminate any intercompany balances) as at the end of and for, the most recently ended four consecutive fiscal quarters of the Company for which consolidated financial statements of the Company have been delivered to the Trustee, in accordance with Section 404, giving effect to such creation, acquisition or designation on a pro forma basis as if such transaction had occurred at the beginning of such four-quarter period. The Company will cause each Subsidiary 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, comply with all of the Company’s Obligations under provisions of, and to fully perform all of its obligations under, this Indenture and the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee applicable to give effect to the foregoing; and (3) deliver to the Trustee 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 SubsidiaryGuarantor. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If The Co-Issuer will not permit the Company or any other Restricted Subsidiary of the Co-Issuer, directly or indirectly, to Guarantee any Indebtedness of the Co-Issuer (except the Indebtedness of the Co- Issuer under a guarantee of Indebtedness of one or more of its Restricted Subsidiaries acquires Subsidiaries). The Co-Issuer will not permit any Restricted Subsidiary of the Co-Issuer, directly or creates another Subsidiary after the Issue Dateindirectly, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of Guarantee any other Indebtedness of the Company or a Subsidiary Guarantor (except the Indebtedness of the type specified Company under clauses (1) a guarantee of Indebtedness of one 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 more of the Company’s Obligations under this Restricted Subsidiaries) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to the Indenture providing for the Guarantee of the payment of the principal of, premium and Additional Interest, if any, and interest on the Notes on by such Restricted Subsidiary, which Guarantee shall be (1) senior to or pari passu with such Restricted Subsidiary’s Guarantee of or pledge to secure such other Senior Indebtedness of the terms set forth in this Indenture; Company and (2) take senior to such further action and execute and deliver Restricted Subsidiary’s Guarantee of or pledge to secure such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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 Subordinated Obligations of such Subsidiary. (b) the Company. Notwithstanding the foregoing, any such Guarantee by a Restricted Subsidiary of the Notes created pursuant to the provisions described in paragraph (a) above may shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: (1) (with respect to upon any Guarantee created after the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) abovesale, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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 exchange or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or to any Person other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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 Company or than a Restricted Subsidiary of the Company) other than reasonable out Co-Issuer, of pocket expensesall of the Co-Issuer’s stock in, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in compliance with the applicable provisions of the Indenture.

Future Subsidiary Guarantors. Upon (ai) If the acquisition by the Company or Guarantor of the Capital Stock of any Person, if, as a result of such acquisition, such Person becomes a Subsidiary of the Company or any of its Restricted Subsidiaries acquires Guarantor or creates another Subsidiary after (ii) the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee last day of any other Indebtedness fiscal quarter during which any Subsidiary of the Company that is not a Guarantor as of such date and has not previously been released as a Guarantor pursuant to Section 10.4 or Section 10.5 of this Indenture becomes a 97 Subsidiary, such Subsidiary Guarantor (hereinafter any such Subsidiary, except any Excluded Guarantee Subsidiary (as defined below), being called a "Future Subsidiary Guarantor") shall unconditionally guarantee the obligations of the type specified under clauses (1) or (2) Company with respect to payment and performance of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in Securities and the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all other obligations of the Company’s Obligations Company under this Indenture and to the Notes on same extent that such obligations are guaranteed by the terms set forth in this Indenture; (2) take other Guarantors pursuant to Section 10.1 hereof; and, within 60 days of the date of such further action and occurrence, such Future Subsidiary Guarantor shall execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel a supplemental indenture, which shall be in a form satisfactory to the Trustee, making such Future Subsidiary Guarantor a party to this Indenture; provided, however, that the foregoing provisions shall not apply to (A) any Subsidiary referenced in clause (i) such supplemental indenture and or clause (ii) above that is prohibited by law or by the terms of any other documents required to be delivered have been duly authorized, executed and delivered by agreement from making the guarantee set forth in Section 10.1 hereof (an "Excluded Guarantee Subsidiary") (provided that such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Notwithstanding the foregoing, any Guarantee will become a Future Subsidiary Guarantor as 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 such prohibition is removed or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guaranteelapses), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 10.5 hereof, had such Subsidiary been a Guarantor at the holders time such events occurred, or (C) a Subsidiary 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 Indebtedness other than Person which has been released as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Guarantor pursuant to 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) 10.5 hereof, the Company 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 (iiD) Bevexxx Xxxding, Bevexxx Xxxemnity or any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensestheir respective successors.

Future Subsidiary Guarantors. The Company will not permit any of its Wholly-Owned Recourse Subsidiaries that is a Domestic Subsidiary (a) If or Partially-Owned Recourse Subsidiary if such Partially-Owned Recourse Subsidiary is a Domestic Subsidiary and guarantees other capital markets debt securities of the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateGuarantor), then the Company shall cause such newly acquired or created Subsidiary to become other than a Subsidiary Guarantor or an Immaterial Subsidiary, to guarantee the payment of any Debt of the Company or any other Subsidiary Guarantor unless: (in the event that 1) such Subsidiary provides within 30 days (or such later date as the Trustee may agree) executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee by such Subsidiary, except that with respect to a guarantee of Debt of the Company or any Subsidiary Guarantor that is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, any such guarantee by such Subsidiary with respect to such Debt shall be subordinated in right of payment to such Subsidiary Guarantee substantially to the same extent as such Debt is subordinated to the Notes; and (2) such 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 Indebtedness rights against the Company or any other Subsidiary of the Company (other than a Non-Recourse Subsidiary) as a result of any payment by such Subsidiary under its Subsidiary Guarantee prior to payment in full of the Notes; provided that this Section 4.14 will not be applicable to (x) any guarantee of any Subsidiary of the Company that existed at the time such Person became a Subsidiary of the Company and was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Company or (y) any guarantee of any Subsidiary of the Company that was incurred at the time such Person became a Subsidiary of the Company in connection with (A) Debt (other than Debt of the Company or any Subsidiary Guarantor) that existed at such time or the proceeds of which were used to make such acquisition or (B) Debt (other than Debt of the Company or a Subsidiary Guarantor of the type specified under Guarantor) that is permitted to be secured by clauses (13) or (24) of the definition of “Indebtedness”), at which time such Subsidiary shall: Permitted Liens or clause (17) 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; definition of Permitted Liens (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes but only 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 relating to the Company refinancing, refunding, extension, renewal or a Restricted Subsidiary replacement of the Company) other than reasonable out Liens permitted under any of pocket expensesthe foregoing clauses).

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired or created ---------------------------- each existing and future Domestic Subsidiary of the Company (other than an Unrestricted Subsidiary) to become a Subsidiary Guarantor (in Guarantor, and, if applicable, execute and deliver to the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 hereto C pursuant to which such Domestic Subsidiary shall unconditionally guarantee, on a senior basis, all will Guarantee payment of the Company’s Obligations under this Indenture and Securities. Each Subsidiary Guarantee shall be limited to an amount not to exceed the Notes on maximum amount that can be Guaranteed by that Subsidiary Guarantor, without rendering the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents Subsidiary Guarantee, as otherwise may be reasonably requested by the Trustee it relates to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations Guarantor voidable under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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. The Subsidiary Guarantee of a Subsidiary Guarantor will be released: (1) in connection with any consolidation or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, merger if the Company Subsidiary Guarantor or surviving Person shall not cease to 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 Company or a Restricted Subsidiary of the Company, if the consolidation or merger complies with the covenants contained in this Article 4; (2) in connection with any sale or other than reasonable out disposition of pocket expensesall or substantially all of the assets of that Subsidiary Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale or other disposition complies with the covenants contained in this Article 4; (3) if the Subsidiary Guarantor is designated to be a Unrestricted Subsidiary in accordance with this Indenture; (4) in connection with any sale of all of the Capital Stock of a Subsidiary Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of the Company, if the sale complies with this Indenture; (5) upon the release of such Subsidiary Guarantor from its liability in respect of the Bank Indebtedness of the Company and all other Subsidiary Guarantors; and (6) upon the legal defeasance of the Securities as described under Article 8.

Future Subsidiary Guarantors. (a) If The Company shall cause (i) each Restricted Subsidiary that is a Non-Guarantor Subsidiary and that Guarantees any Indebtedness of the Company Issuer or any Guarantor and (ii) each of its Restricted Subsidiaries acquires (other than a Foreign Subsidiary, an NWO Subsidiary, a Receivables Subsidiary or creates another an Immaterial Non-Guarantor Subsidiary after if such Immaterial Non-Guarantor Subsidiary, together with all other Immaterial Non-Guarantor Subsidiaries, collectively own not more than 2.5% of the Issue Date, then Company’s consolidated total assets (determined as of the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in end of the event that such Subsidiary provides a guarantee of any other Indebtedness most recent fiscal quarter of the Company or a Subsidiary Guarantor for which financial statements of the type specified under clauses (1Company are available)) that is formed or (2) of acquired following the definition of “Indebtedness”), at which time such Subsidiary shall: (1) Issue Date to execute and deliver to the Trustee a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Restricted Subsidiary shall unconditionally guaranteeGuarantee, on a senior 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. In addition, to the extent that the Immaterial Non-Guarantor Subsidiaries collectively own, as of the date of the formation or acquisition of or investment in an Immaterial Non-Guarantor Subsidiary, more than 2.5% of the Company’s Obligations under this Indenture and consolidated total assets (determined as of the Notes on end of the terms set forth in this Indenture; (2) take most recent fiscal quarter of the Company for which financial statements of the Company are available), the Company shall cause, within ten Business Days after such further action and date, one or more of such Immaterial Non-Guarantor Subsidiaries to execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that (i) such a supplemental indenture pursuant to which such Immaterial Non-Guarantor Subsidiary shall unconditionally Guarantee, on a joint and any 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 documents required to be delivered have been duly authorized, executed and delivered by obligations under this Indenture such Subsidiary and constitute legal, valid, binding and enforceable Obligations that the remaining Immaterial Non-Guarantor Subsidiaries collectively own not more than 2.5% of such Subsidiarythe Company’s consolidated total assets (determined as of the end of the most recent fiscal quarter of the Company for which financial statements of the Company are available). (b) Notwithstanding Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the foregoingIssue Date shall also as promptly as practicable satisfy the requirements in the Collateral Agreement, any Guarantee of the Notes created pursuant to this Indenture and 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof3.17. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If To the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary extent that, after the Issue Date, then the Company acquires additional Vessels with the Escrowed Property, each such Vessel shall be acquired by a Restricted Subsidiary, the Company shall cause such newly acquired or created Restricted Subsidiary to become execute and deliver to the Trustee a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 Guarantee Agreement pursuant to which such Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all will 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 Article 10 of this Indenture (unless such Restricted Subsidiary is already a Subsidiary Guarantor), to execute a Mortgage in favor of the Trustee pursuant to which such acquired Vessel shall thereafter be a Mortgaged Vessel for all purposes under this Indenture; (2) take such further action , to execute the related Security Agreements and execute and deliver to satisfy such other documents as otherwise may be reasonably requested by conditions set forth in Section 3 of the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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 SubsidiaryEscrow Agreement. (b) Notwithstanding To the foregoingextent that, after the Issue Date, 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as that is not a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 acquires any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereofMortgaged Vessel, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes execute and deliver to the extent that such Trustee a Guarantee by Agreement pursuant to which 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 Company or a Restricted Subsidiary will Guarantee payment of the Company) Securities on the same terms and conditions as those set forth in Article 10 of this Indenture, to execute a Mortgage in favor of the Trustee pursuant to which such acquired Vessel shall thereafter be a Mortgaged Vessel for all purposes under this Indenture, to execute the related Security Agreements and to satisfy such other than reasonable out conditions set forth in Section 3 of pocket expensesthe Escrow Agreement and the other Security Agreements.

Future Subsidiary Guarantors. (a) If the Company shall acquire or any of its Restricted Subsidiaries acquires or creates another Subsidiary create after the Issue Date, directly or indirectly, another Domestic Restricted Subsidiary (including upon any Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary and becoming a Domestic Restricted Subsidiary), then the Company shall cause such newly acquired or created Domestic Restricted Subsidiary shall execute a Note Guarantee and a supplemental indenture evidencing its Guarantee of the Notes and deliver an opinion of counsel in accordance with the terms of this Indenture. The Company may elect, from time to time, on or after the Issue Date, to cause one or more other Restricted Subsidiaries to become a Subsidiary Guarantor by executing a Note Guarantee and a supplemental indenture evidencing its Guarantee of the Notes. The Company shall also deliver an Opinion of Counsel to the Trustee stating that such Note Guarantee and supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent have been met. As of the Issue Date, (i) ABI Corporation holds Capital Stock of the Company and (ii) ABI Acquisitions 1 plc holds Capital Stock of a Restricted Subsidiary and certain instruments representing Indebtedness of ABI Acquisition 2 plc. The Company will not permit either of ABI Corporation or ABI Acquisition 1 plc to have any other assets or to conduct any other business activities until such time as such entity executes a Note Guarantee and a supplemental indenture in accordance with the provisions of this Section. In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event that of a sale or other disposition, by way of such Subsidiary provides a guarantee merger, consolidation or otherwise, of any other Indebtedness of the Company or a Subsidiary 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 Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under this Indenture its Note Guarantee, PROVIDED that such sale or other disposition is permitted by and the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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 Net Proceeds of such Subsidiary. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) sale or other considerations under applicable law. Notwithstanding disposition are applied in accordance with Section 4.17(a) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses4.13.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after After the Issue Date, the ---------------------------- Company will cause each Restricted Subsidiary that is not then a Subsidiary Guarantor, other than any Foreign Subsidiary, any New Joint Venture Subsidiary or any Existing Joint Venture Subsidiary, to execute and deliver to the Trustee a supplemental indenture substantially in the form set forth on Exhibit B --------- providing a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will 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 subordinated basis. The Company will cause any Domestic Subsidiary that becomes "100% owned" (as defined in Section 3-10(h)(1) of Regulation S-X (Title 17, Code of Federal ------------------ Regulations, Part 210)) by the Company shall cause such newly acquired or created Subsidiary after the Issue Date to become a Subsidiary Guarantor pursuant to this Section 413. ----------- Notwithstanding the exception to the first paragraph of this Section 413, neither the Company nor any Restricted Subsidiary shall create or acquire any Non-Guarantor Subsidiary or designate any Restricted Subsidiary to be an Unrestricted Subsidiary unless after giving effect to such creation, acquisition or designation, all Non-Guarantor Subsidiaries and Unrestricted Subsidiaries taken as a whole on a combined basis (including such Non-Guarantor Subsidiary or Unrestricted Subsidiary) shall not account for more than 25% of EBITDA, and shall not have total assets in an amount exceeding 17% of the event that such Subsidiary provides a guarantee of any other Indebtedness total assets of the Company and its Subsidiaries on a combined basis (including any unconsolidated Subsidiaries, and adjusted to eliminate any intercompany balances) as at the end of and for, the most recently ended four consecutive fiscal quarters of the Company for which consolidated financial statements of the Company have been delivered to the Trustee, in accordance with Section 404, ----------- giving effect to such creation, acquisition or designation on a pro forma basis as if such transaction had occurred at the beginning of such four-quarter period. The Company will cause each Subsidiary 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, comply with all of the Company’s Obligations under provisions of, and to fully perform all of its obligations under, this Indenture and the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee applicable to give effect to the foregoing; and (3) deliver to the Trustee 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 SubsidiaryGuarantor. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If The Company and each Subsidiary Guarantor shall cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of its Restricted Subsidiaries acquires or creates another Subsidiary Columbia of the Company which, after the Issue Datedate of this Indenture (if not then a Subsidiary Guarantor), then becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to the Company Indenture and thereby become a Subsidiary Guarantor which shall cause be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such newly acquired or created future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes); provided, however, that no Subsidiary meeting the requirements of this sentence which is an Inactive Subsidiary shall be required to become a Subsidiary Guarantor (in the event that hereunder unless and until such date as such Subsidiary provides no longer is an Inactive Subsidiary (at which date such Subsidiary shall, if required by the terms of this sentence, become a guarantee of Subsidiary Guarantor). In addition, the Company will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee any other Indebtedness of the Company or a any Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time unless such Restricted Subsidiary shall: (1) execute simultaneously executes 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to Indenture providing for the Trustee 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. (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 payment of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed Notes by such Restricted Subsidiary; or (B) , which Guarantee of the holders payment of all the Notes shall be subordinated to the Guarantee of such other Indebtedness to the same extent as the Notes or the Subsidiary Guarantees, as applicable, are subordinated to such other Indebtedness; provided, however, 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated required to cause such Restricted Subsidiary to so Guarantee the payment of the Notes to the extent that such Guarantee other Indebtedness does not exceed $1 million individually or, together with any other Indebtedness of the Company or any Subsidiary Guarantor Guaranteed by such Restricted Subsidiary, $3 million in the aggregate. Such Restricted Subsidiary would reasonably shall be expected to give rise to or result in (i) deemed released from its obligations under the Guarantee of the payment of the Notes at any liability for the officers, directors or shareholders of such time that such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect is released from all of any Taxes, but excluding any reasonable guarantee or similar fee payable to its obligations under its Guarantee of such other Indebtedness unless such release results from the Company or a Restricted Subsidiary payment under such Guarantee of the Company) other than reasonable out of pocket expensesIndebtedness.

Future Subsidiary Guarantors. (a) If On the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after date that the Issue DatePXP Merger is consummated, then the Company shall cause such newly acquired or created Subsidiary PXP to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 a supplemental indenture in Guarantee Agreement to the form attached as Exhibit D hereto Trustee pursuant to which such Subsidiary PXP shall fully and unconditionally guarantee, on a senior basis, all guarantee payment of the Company’s Obligations under this Indenture and the Notes Securities on the terms and conditions set forth in this Indenture; Indenture (2such guarantee of the Securities by PXP on the date of the consummation of the PXP Merger, the “Guarantee Requirement”) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3ii) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement complies with the requirements of this Section 4.11 and has been duly authorized, executed and delivered by PXP and constitutes a legal, valid, binding and enforceable obligation of PXP. (b) If, after the Issue Date and following the consummation of the PXP Merger, any Subsidiary of PXP that has not already guaranteed the Securities guarantees or becomes a borrower or guarantor under any obligations pursuant to (i) such supplemental indenture and any PXP Indenture Debt or any refinancing or replacement thereof or (ii) any of the Revolving Credit Agreement, any other documents required bank credit facility of the Company, the MMR Bridge Facility, the PXP Bridge Facility, the Term Loan Agreement or any Other Senior Debt or, in each case, any refinancing or replacement thereof, then such Subsidiary shall (A) promptly execute and deliver a Guarantee Agreement to be delivered have the Trustee pursuant to which such Subsidiary shall fully and unconditionally guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and (B) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement complies with the requirements of this Section 4.11 and has been duly authorized, executed and delivered by such Subsidiary of PXP and constitute constitutes a legal, valid, binding and enforceable Obligations obligation of such Subsidiary. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesPXP.

Future Subsidiary Guarantors. (a) If The Company and each Subsidiary Guarantor will cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then Columbia of the Company shall cause such newly acquired or created which, after November 25, 2003 (if not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to this Indenture and thereby become a Subsidiary Guarantor (which shall be bound by the Subsidiary Guarantee of the Notes in the event form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes). In addition, the Company will not permit any Restricted Subsidiary that such is not a Subsidiary provides a guarantee of Guarantor to Guarantee any other Indebtedness of the Company or a any Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time unless such Restricted Subsidiary shall: (1) execute simultaneously executes 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to Indenture providing for the Trustee 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. (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 payment of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed Notes by such Restricted Subsidiary; or (B) , which Guarantee of the holders payment of all the Notes shall be subordinated to the Guarantee of such other Indebtedness to the same extent as the Notes or the Subsidiary Guarantees, as applicable, are subordinated to such other Indebtedness; provided, however, 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated required to cause such Restricted Subsidiary to so Guarantee the payment of the Notes to the extent that such Guarantee other Indebtedness does not exceed $1 million individually or, together with any other Indebtedness of the Company or any Subsidiary Guarantor Guaranteed by such Restricted Subsidiary, $3 million in the aggregate. Such Restricted Subsidiary would reasonably shall be expected to give rise to or result in (i) deemed released from its obligations under the Guarantee of the payment of the Notes at any liability for the officers, directors or shareholders of such time that such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect is released from all of any Taxes, but excluding any reasonable guarantee or similar fee payable to its obligations under its Guarantee of such other Indebtedness unless such release results from the Company or a Restricted Subsidiary payment under such Guarantee of the Company) other than reasonable out of pocket expensesIndebtedness.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired or created each Restricted Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company (other than any Foreign Subsidiary) formed or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 acquired after the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness Indenture 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 has assets in excess of such Restricted Subsidiary $1,000,000 or (ii) directly or indirectly assumes, becomes a borrower under, guarantees or in any significant cost, expense, liability or obligation (including other manner become liable with respect to any Indebtedness of the Company under the Senior Credit Facility to issue a Subsidiary Guarantee and execute and deliver an indenture supplemental to this Indenture substantially in the form of Exhibit D and thereby become a Subsidiary Guarantor which shall be bound by the guarantee of the Notes in the form set forth in this Indenture (without such Subsidiary Guarantor being required to execute and deliver the guarantee endorsed on the Notes). The Obligations under the Notes, the Subsidiary Guarantees and this Indenture and any Permitted Additional Pari Passu Secured Obligations of any TaxesPerson that is or becomes a Subsidiary Guarantor after the Issue Date will be secured equally and ratably by a Second Priority Lien in the Collateral granted to the Collateral Agent for the benefit of the Holders of the Notes and the holders of Permitted Additional Pari Passu Secured Obligations. Such Subsidiary Guarantor will enter into a joinder agreement to the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes and take all actions advisable in the opinion of the Company, but excluding any reasonable guarantee or similar fee payable as set forth in an Officers’ Certificate accompanied by an opinion of counsel to the Company to cause the Second Priority Liens created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or a Restricted Subsidiary formation of the Company) other than reasonable out of pocket expensesCompany and the Subsidiary Guarantors.

Future Subsidiary Guarantors. (a) If the The Company shall not cause or permit any of its Restricted Subsidiaries acquires that is not a Subsidiary Guarantor (i) to Guarantee the obligations of, or creates another Subsidiary after the Issue Datebecome a co-borrower with, then the Company shall cause or any Subsidiary Guarantor, under any Credit Facility or (ii) to create, assume, Incur, issue or Guarantee any Material Indebtedness, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such newly acquired or created Restricted Subsidiary to become a Subsidiary Guarantor by executing and delivering a Guarantee Agreement. (a) Section 4.7(a)(ii) shall not apply to the following items of Indebtedness: (i) Indebtedness of a Person existing at the time such Person is merged with or into, amalgamated with, or is consolidated into, a Restricted Subsidiary, or which is assumed by a Restricted Subsidiary in connection with an acquisition of substantially all the event that assets of such Subsidiary provides Person, so long as such Indebtedness was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of a guarantee Person existing at the time such Person becomes a Restricted Subsidiary, so long as such Indebtedness was not Incurred in anticipation of such Person becoming a Restricted Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any other reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) Purchase Money Obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is Incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary Guarantor of owing to and held by the type specified under clauses (1) Company 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 Indentureany other Restricted Subsidiary; (2v) take Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed 0.5 times Adjusted EBITDA determined on a Pro Forma Basis for the relevant Reference Period measured at the time of Incurrence of any Indebtedness under this clause (v); (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; provided that such further action Indebtedness shall be repaid in full within five Business Days of the Incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and execute similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (A) workers’ compensation, unemployment insurance and deliver such other documents as otherwise may be reasonably requested by social security laws and (B) bids, trade contracts, leases (other than Capitalized Lease Obligations or Synthetic Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and obligations of a like nature; (viii) Hedging Obligations entered into other than for speculative purposes and the Trustee to give effect to the foregoingfinancing of insurance premiums; and (3ix) deliver to the Trustee an Opinion of Counsel that Indebtedness not excepted by clauses (i) such supplemental indenture through (viii) above; provided that, after giving effect thereto, the aggregate principal amount of Exempted Debt at any one time outstanding does not exceed the greater of (A) $1 billion and (B) 1.5 times Adjusted EBITDA determined on a Pro Forma Basis for the relevant Reference Period, in each case measured at the date of 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 Incurrence of such SubsidiaryExempted Debt. (b) Notwithstanding In the foregoingevent that Indebtedness meets the criteria of more than one clause of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Guarantee Indebtedness (or portion thereof) originally classified as Incurred pursuant any clause of Section 4.7(b) may later be reclassified by the Notes created Company, in its sole discretion, such that it (or any portion thereof) will be deemed to be Incurred pursuant to any other clause of Section 4.7(b) to the provisions described in paragraph extent that such reclassified Indebtedness (aor portion thereof) above may provide by its terms that it will could be automatically and unconditionally released and discharged upon: (1) (with respect Incurred pursuant to any Guarantee created after such clause at the date time of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofreclassification. (c) Each additional Note Indebtedness Incurred pursuant to any clause of Section 4.7(b) by a Restricted Subsidiary that subsequently becomes a Subsidiary Guarantor shall cease to be outstanding under such clause at such time as it becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to classify or re-classify such Indebtedness as Incurred under any of such clauses to permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee will be limited as necessary to recognize certain defences generally available to guarantors permitted under this Indenture. (including those that relate to fraudulent conveyance or transferd) For purposes of this Section 4.7: (i) accrual of interest, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights accrual of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereofdividends, the accretion of accreted value or original issue discount, the amortization of debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, however, that if such Indebtedness is Incurred to refinance or replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (iii) the maximum amount of Indebtedness that the Company and its Restricted Subsidiaries may Incur shall not be obligated deemed to cause such Restricted Subsidiary to Guarantee be exceeded solely as a result of fluctuations in 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 exchange rate 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensescurrencies.

Future Subsidiary Guarantors. The Company shall cause: (ai) If each Person (other than an Ownership Regulated Subsidiary) that becomes a Restricted Subsidiary following the Issue Date to execute and deliver to the Trustee a Subsidiary Guarantee at the time such Person becomes a Restricted Subsidiary; (ii) each Subsidiary (other than an Ownership Regulated Subsidiary) in existence on the Issue Date which is not a Subsidiary Guarantor on the Issue Date to execute and deliver to the Trustee a Subsidiary Guarantee upon the earlier of the time that such Subsidiary becomes a Wholly Owned Subsidiary and the time that such Subsidiary is not prohibited from making such Guarantee without the approval of such Subsidiary's other shareholders, and, in either case, such Subsidiary is a Restricted Subsidiary; and (iii) each Ownership Regulated Subsidiary to execute and deliver to the Trustee a Subsidiary Guarantee upon the later of the time that applicable laws and regulations shall not prohibit the Guarantee of the Securities by such Ownership Regulated Subsidiary and the time that such Subsidiary is not prohibited from making such Guarantee without the approval of such Subsidiary's other shareholders, and, in either case, such Ownership Regulated Subsidiary is a Restricted Subsidiary. References in this Section to "other shareholders" shall not include the Company or any of its Restricted Subsidiaries acquires Affiliates. However, in no event will the Company be required to cause a Subsidiary of the Company to become a Subsidiary Guarantor if the aggregate fair market value of such Subsidiary's assets is less than U.S.$10,000; provided, however, that, subject to the foregoing three sentences, at such time as the aggregate fair market value of such assets equals or creates another Subsidiary after the Issue Dateexceeds U.S.$10,000, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect a Subsidiary Guarantee. Notwithstanding anything to the foregoing; and (3) contrary contained in this Section, each Person that guarantees the Credit Facility shall execute and deliver to the Trustee an Opinion of Counsel that (i) a Subsidiary Guarantee at the time 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under Person makes such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the The Company or any of its Restricted Subsidiaries acquires or creates another will cause each Wholly Owned Domestic Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested guarantees payment by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by of any Indebtedness of the Company or any such Restricted Subsidiary; or (B) Subsidiary Guarantor under any of the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary Senior Credit Facilities (including by reason of being a borrower under the Senior ABL Facility on a joint and several basis with the Company or a Subsidiary Guarantor) to execute and deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such Wholly Owned Domestic Subsidiary will guarantee payment of the 127 Notes, whereupon such Wholly Owned Domestic Subsidiary will become a Subsidiary Guarantor for all purposes under this Indenture. Within 90 days of any deemed release upon payment Wholly Owned Domestic Subsidiary so becoming a Subsidiary Guarantor, the Company will also cause such Subsidiary Guarantor to execute and deliver such documents and instruments as shall be reasonably necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release favor of the Note Guarantees on Collateral Agent, as and to the terms and conditions and in the circumstances described extent provided 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 1503; provided 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 if any other considerations under applicable law. Notwithstanding Section 4.17(a) hereofCash Flow Collateral Obligations are outstanding at such time, the Company shall not execution and delivery of such documents and instruments will only be obligated to cause required, and such Restricted Subsidiary to Guarantee property and assets will only become part of the Notes Collateral securing the Notes, if and 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 Company or a Restricted Subsidiary property and assets become part of the Company) Collateral securing such other than reasonable out Cash Flow Collateral Obligations substantially concurrently therewith; provided that any party will take all further action, that may be necessary or desirable or that any party may reasonably request, in order to protect any right or interest granted or purpose to be granted under the Base Intercreditor Agreement or to enable such party to exercise and enforce its right and remedies under the Base Intercreditor Agreement. The Company will also have the right to cause any other Subsidiary to guarantee payment of pocket expensesthe Notes. Subsidiary Guarantees will be subject to release and discharge under certain circumstances prior to payment in full of the Notes. Section 415.

Future Subsidiary Guarantors. (a) If the Company If, on or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created any Restricted Subsidiary to become that is not a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of Guarantees any other capital markets Indebtedness of the Company or a Subsidiary Guarantor of (other than Indebtedness owing to the type specified under clauses Company or a Restricted Subsidiary) (1) or (2) of the definition of “Guaranteed Indebtedness”), at which time then the Company shall cause such Subsidiary shallRestricted Subsidiary, to: (1) 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 such Subsidiary Restricted Subsidiary, shall unconditionally guarantee, on a senior basis, Guarantee all of the Company’s Obligations obligations under this Indenture the Notes and the Notes Indenture on the terms set forth in this the Indenture;; and (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture and any other documents required to be delivered have 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. (b) Notwithstanding Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of the foregoingIndenture. The Company may cause any other Restricted Subsidiary of the Company to issue a Note Guarantee and become a Subsidiary Guarantor. (c) If the Guaranteed Indebtedness is pari passu with the Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with the Note Guarantee. If the Guaranteed Indebtedness is subordinated to the Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (d) A Note Guarantee of a Subsidiary Guarantor will automatically terminate and be released without any Guarantee action required on the part of the Trustee or any Holder 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) a sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Subsidiary of the Company or the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (other than to the Company or a Subsidiary or an Affiliate of the Company) otherwise permitted by the Indenture; (2) such Subsidiary Guarantor’s becoming an Unrestricted Subsidiary in accordance with respect to any Guarantee created after the date terms of this the Indenture; (3) the release by the holders or discharge of the Company’s Guarantee or security that enabled the creation of such Note Guarantee and all other Guarantees of Indebtedness of the Company by such Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, ; provided that no Default or Event of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a Default has occurred and is continuing or would result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiarytherefrom; or (B4) 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 legal defeasance or covenant defeasance in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release accordance with terms of the Note Guarantees on Indenture or the terms satisfaction and conditions and in discharge of the circumstances described in Section 11.08 hereofIndenture. (ce) Each additional Note Guarantee will shall be limited in amount to an amount not to exceed the maximum amount that can be Guaranteed by the applicable Subsidiary Guarantor without rendering the Note Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Subsidiary 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. (f) or other considerations under applicable lawThe Company shall notify the Trustee and the Holders in writing if the Note Guarantee of any Subsidiary Guarantor is released. Notwithstanding Section 4.17(aThe Trustee shall execute and deliver an appropriate instrument confirming the release of any such Subsidiary Guarantor upon written request of the Company as provided in the Indenture. (g) hereofAt the Company’s written request, the Company Trustee will execute and deliver any instrument evidencing such release. A Subsidiary Guarantor may also be released from its obligation under its Note Guarantee pursuant to Section 9.02(d)(8). The Trustee shall not only be obligated to cause deliver any such Restricted Subsidiary to Guarantee the Notes to the extent instrument upon receipt of an Officer’s Certificate stating that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result release is authorized and in (i) any liability for compliance with 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesIndenture.

Future Subsidiary Guarantors. If, on or after the Issue Date: (a1) If the Company or any of its Restricted Domestic Subsidiaries acquires or creates another Domestic Subsidiary after the Issue Date, then the Company shall cause that incurs any Indebtedness under a Material Credit Facility or Guarantees any such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or any of its Domestic Subsidiaries; or (2) any Domestic Subsidiary of the Company incurs Indebtedness under a Material Credit Facility or guarantees any such Indebtedness of the Company or any of its Domestic Subsidiaries and that Domestic Subsidiary was not a Subsidiary Guarantor of the type specified under clauses immediately prior to such incurrence or guarantee (1) or (2) of the definition of an “IndebtednessAdditional Obligor”), at which time such then that newly acquired or created Domestic Subsidiary shall: (1) or Additional Obligor, as the case may be, will become a Subsidiary Guarantor and provide a Subsidiary Guarantee in respect of the Notes and execute a supplemental indenture in the form attached as set forth in Exhibit D hereto pursuant to which such Domestic Subsidiary shall unconditionally guarantee, on a senior basis, all will Guarantee payment of the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver an opinion of counsel satisfactory to the Trustee 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. (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 within 30 days after the date of this Indenture) the release by the holders of the Company’s on which it incurred any Indebtedness under a Material Credit Facility or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including guarantees any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any of its Domestic Subsidiary, as the case may be. Each 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor, without rendering the Subsidiary Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Subsidiary 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) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. The Company shall cause ----------------------------- (a1) If each Domestic Restricted Subsidiary that Incurs Indebtedness and (2) each Foreign Restricted Subsidiary that Incurs Material Indebtedness to become a Subsidiary Guarantor, and, if applicable, execute and deliver to the Company or any Trustee a supplemental indenture in the form set forth in Exhibit C pursuant to which such Restricted Subsidiary will guarantee payment of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then Securities; provided that -------- the Company shall not cause such newly acquired or created any Special Purpose Subsidiary to become a Subsidiary Guarantor unless such Special Purpose Subsidiary Incurs Indebtedness other than Indebtedness in respect of the Credit Agreement (or any Refinancing Indebtedness Incurred to Refinance such Indebtedness) or FCC Debt; provided -------- further that in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor no longer has outstanding, ------- other than the Subsidiary Guarantee, any Indebtedness (in the case of the type specified under clauses (1a Domestic Restricted Subsidiary) or Material Indebtedness (2) in the case of the definition of “Indebtedness”a Foreign Restricted Subsidiary), at which time such the 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 shall terminate. Each Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Subsidiary Guarantee, as 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired not permit any current or created future Domestic Subsidiary to become a Subsidiary Guarantor (in Guarantee the event that such Subsidiary provides a guarantee payment of any other Indebtedness of the Company or any other Restricted Subsidiary or otherwise become an obligor, including as a co-borrower, under a Credit Facility, unless (i) such Domestic Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto hereto, providing for a Subsidiary Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall unconditionally guaranteeGuarantee, on a senior joint and several basis, all of the Company’s Obligations obligations of the Company and the other Subsidiary Guarantors under this Indenture Indenture, including the full and prompt payment of the principal of, premium, if any and interest on the Notes on the terms set forth in a senior basis and all other obligations under this Indenture; (2) take ; provided that if such further action and execute and deliver such other documents as otherwise may be reasonably requested Indebtedness is by the Trustee to give effect its express terms subordinated in right of payment to the foregoingNotes or the Subsidiary Guarantees, as the case may be, any such Guarantee of such Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Domestic Subsidiary’s Subsidiary Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; and (3ii) such Domestic 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 rights against the Company or any other Restricted Subsidiary as a result of any payment by such Domestic Subsidiary under its Subsidiary Guarantee of the Notes so long as any of the Notes remain outstanding; and (iii) such Domestic Subsidiary shall deliver to the Trustee an Opinion opinion of Counsel counsel to the effect that (iA) such supplemental indenture and any other documents required to be delivered have 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 Domestic Subsidiary. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above except insofar as enforcement thereof 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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 by bankruptcy, insolvency or similar laws (including those that relate including, without limitation, all laws relating to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights transfers) and except insofar as enforcement thereof is subject to general principles of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesequity.

Future Subsidiary Guarantors. (a) If Upon the consummation of the Assumption, the Company shall (i) promptly notify the Trustee in writing identifying and confirming the Assumption Date, and upon receipt of such written notice, the Trustee shall hereby be authorized and directed to execute and deliver each Guarantee Supplemental Indenture, and (ii) cause each of the Subsidiary Guarantors, as of the Assumption Date, to execute and deliver to the Trustee (x) a Guarantee Supplemental Indenture pursuant to which such Subsidiary Guarantor shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and (y) the Security Agreement and the other applicable Security Documents; provided that no Officer’s Certificate and Opinion of Counsel shall be required in connection with the execution of the Guarantee Supplemental Indenture to be entered into by such Subsidiary Guarantor pursuant to the Assumption. For the avoidance of doubt, this Section 4.11 shall not prohibit, restrict or limit the Company’s ability to consummate the Escrow Merger, the Spin-Off or any related Transactions. (b) Following the consummation of the Assumption, the Company shall not cause or permit (a) any of its Restricted Subsidiaries acquires (other than a Foreign Subsidiary or creates another Subsidiary after the Issue Datea Receivables Subsidiary), then the Company shall cause such newly acquired directly or created Subsidiary indirectly, to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of Guarantee any other Indebtedness of the Company or any Subsidiary Guarantor, (b) any Foreign Subsidiary, directly or indirectly, to Guarantee any Indebtedness of the Company or any Subsidiary Guarantor or (c) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a Receivables Subsidiary) to Incur Credit Facility Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor or within 15 Business Days of Incurring or Guaranteeing such Indebtedness (i) executes and delivers 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 in the form attached as Exhibit D hereto Guarantee Supplemental Indenture pursuant to which such Restricted 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; (2) take such further action Indenture and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect applicable to the foregoing; and other Subsidiary Guarantors and joinders to the Equal Priority Intercreditor Agreement, any Acceptable Junior Intercreditor Agreement and applicable Security Documents or new intercreditor agreements and Security Documents, together with any filings and agreements, to the extent required, and (3ii) deliver delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture Guarantee Supplemental Indenture complies with the requirements of this Section 4.11 and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, constitutes a valid, binding and enforceable Obligations obligation of such Restricted Subsidiary. (b) . Notwithstanding the foregoing, any Guarantee of the Notes created pursuant this Section 4.11(b) shall not be applicable (i) prior to the provisions described Escrow Release or (ii) in paragraph (a) above may provide by its terms the event that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any the Guarantee created after the date of this Indenture) the release by the holders of the Company’s Obligations under the Securities or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee this Indenture by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will would not 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 permitted under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause each Restricted Subsidiary of the Company (other than any Foreign Subsidiary or any Securitization Subsidiary) formed (including by operation of or as a result of an LLC Division) or acquired after the date of this Indenture that directly or indirectly assumes, becomes a borrower under, guarantees or in any other manner become liable with respect to any Indebtedness of the Company under the Senior Credit Facilities within 30 days after such newly acquired or created obligation arises to issue a Subsidiary Guarantee and execute and deliver an indenture supplemental to this Indenture substantially in the form of Exhibit C and thereby become a Subsidiary Guarantor (in which shall be bound by the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 Notes 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; Indenture (2) take without such further action and Subsidiary Guarantor being required to execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to guarantee endorsed on the foregoingNotes); and (3provided that the foregoing shall not apply if Acquired Debt incurred under Section 4.07(ix)(c) deliver to the Trustee 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 shall prohibit such Subsidiary and constitute legalGuarantee, valid, binding and enforceable Obligations of but only for so long as such SubsidiaryAcquired Debt prohibits such Subsidiary Guarantee. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph foregoing 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) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a each Restricted Subsidiary of Xxxx TV (including Raycom and its Subsidiaries) existing on the CompanyEscrow Release Date to, on the Escrow Release Date, execute and deliver an indenture supplemental to this Indenture substantially in the form of Exhibit E and thereby become a Subsidiary Guarantor which shall be bound by the guarantee of the Notes in the form set forth in this Indenture (including such Subsidiary Guarantor being required to execute and deliver the guarantee endorsed on the Notes); provided that, if applicable, Raycom and its Subsidiaries shall only be required to become Subsidiary Guarantors pursuant to this clause (b) other than reasonable out contemporaneously with the date that such entities become guarantors under the Senior Credit Facilities (in which case such supplemental indenture shall be substantially in the form of pocket expensesExhibit C).

Future Subsidiary Guarantors. The Company or Parent shall cause (a1) each Person that becomes a Wholly Owned Restricted Subsidiary organized in the United States or Canada following the Issue Date to execute and deliver to the Trustee a Note Guarantee at the time such Person becomes a Wholly Owned Restricted Subsidiary and (2) each Restricted Subsidiary of Parent (whether in existence on the Issue Date or created or acquired thereafter), which has Guaranteed or which Guarantees any other Debt of the Company, a Guarantor or any Restricted Subsidiary (except for Guarantees by Foreign Restricted Subsidiaries of obligations of another Foreign Restricted Subsidiary), to execute and deliver to the Trustee a Note Guarantee pursuant to which such non-guarantor Restricted Subsidiary will Guarantee payment of our obligations under the Notes on the same terms and conditions as set forth in this Indenture. The Note Guarantee of a Guarantor (other than Parent) will be released if: (1) such Guarantor is designated as an Unrestricted Subsidiary in accordance with the applicable provisions of the indenture; or (2) in connection with the sale (including, by way of amalgamation, consolidation or merger) of that number of shares of Capital Stock of a Subsidiary Guarantor such that such Subsidiary Guarantor is no longer a Subsidiary of Parent or another Restricted Subsidiary; provided that such sale complies with Section 4.12. In addition, in the event a Subsidiary becomes a Guarantor after the Issue Date solely because it Guarantees other Debt, then upon the full and unconditional release of the Guarantee of such other Debt (provided that the Trustee is given two Business Days’ written notice of such other release) and so long as the respective Subsidiary would not at such time be required to be a Guarantor under clause (1) of the first paragraph of this covenant, such Guarantee of such Guarantor shall also be released. If the Company or any of its Restricted Subsidiaries Parent acquires or creates another Subsidiary entity having a direct or indirect ownership interest of the Company after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to entity will become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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 SubsidiaryGuarantor. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly (i) each Wholly-Owned Subsidiary (other than a Foreign Subsidiary) that is formed or acquired or created Subsidiary to become a Subsidiary Guarantor following the Issue Date and (in the event that such Subsidiary provides a guarantee of ii) any other Subsidiary that Incurs Indebtedness of in reliance on Section 3.3(b)(ii) to execute and deliver to the Company or a Subsidiary 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 Restricted Subsidiary shall unconditionally guaranteeGuarantee, on a senior joint and several basis, all the full and prompt payment of the Company’s Obligations principal of, premium, if any, and interest in respect of the Notes, including all obligations under this Indenture and the Notes Indenture, on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be Article X pursuant to a supplemental indenture hereto in form reasonably requested by the Trustee to give effect satisfactory to the foregoingTrustee; and (3) deliver to the Trustee provided that any Wholly-Owned Subsidiary that constitutes an Opinion of Counsel that (i) Immaterial Subsidiary need not become a Subsidiary Guarantor until such supplemental indenture and any other documents required time as it ceases to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such an Immaterial Subsidiary. (b) Notwithstanding Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the foregoingIssue Date shall also become a party to the Security Agreement and the other applicable Collateral Documents and the Intercreditor Agreement and, to the extent required by the Security Agreement, shall as promptly as practicable execute and deliver such security instruments, financing statements and certificates as may be necessary to vest in the Collateral Agent a perfected first-priority security interest on a pari passu basis with the Liens securing any Guarantee of Pari Passu Lien Indebtedness (subject to Permitted Liens) in properties and assets that constitute Collateral as security for 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than Guarantees and as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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 generally available have such property or asset added to guarantors (including those that the applicable Collateral as required under this Indenture and the Collateral Documents, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes properties and assets to the same extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for and with 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensessame force and effect.

Future Subsidiary Guarantors. Upon (ai) If the acquisition by the Company or Guarantor of the Capital Stock of any Person, if, as a result of such acquisition, such Person becomes a Subsidiary of the Company or any of its Restricted Subsidiaries acquires Guarantor or creates another Subsidiary after (ii) the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee last day of any other Indebtedness fiscal quarter during which any Subsidiary of the Company that is not a Guarantor as of such date and has not previously been released as a Guarantor pursuant to Section 10.4 or Section 10.5 of this Indenture becomes a Subsidiary, such Subsidiary Guarantor (hereinafter any such Subsidiary, except any Excluded Guarantee Subsidiary (as defined below), being called a "Future Subsidiary Guarantor") shall unconditionally guarantee the obligations of the type specified under clauses (1) or (2) Company with respect to payment and performance of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in Securities and the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all other obligations of the Company’s Obligations Company under this Indenture and to the Notes on same extent that such obligations are guaranteed by the terms set forth in this Indenture; (2) take other Guarantors pursuant to Section 10.1 hereof; and, within 60 days of the date of such further action and occurrence, such Future Subsidiary Guarantor shall execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel a supplemental indenture, which shall be in a form satisfactory to the Trustee, making such Future Subsidiary Guarantor a party to this Indenture; provided, however, that the foregoing provisions shall not apply to (A) any Subsidiary referenced in clause (i) such supplemental indenture and or clause (ii) above that is prohibited by law or by the terms of any other documents required to be delivered have been duly authorized, executed and delivered by agreement from making the guarantee set forth in Section 10.1 hereof (an "Excluded Guarantee Subsidiary") (provided that such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Notwithstanding the foregoing, any Guarantee will become a Future Subsidiary Guarantor as 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 such prohibition is removed or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guaranteelapses), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 10.5 hereof, had such Subsidiary been a Guarantor at the holders time such events occurred, or (C) a Subsidiary 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 Indebtedness other than Person which has been released as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Guarantor pursuant to 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) 10.5 hereof, the Company 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 (iiD) Bevexxx Xxxding, Bevexxx Xxxemnity or any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensestheir respective successors.

Future Subsidiary Guarantors. (a) If The Company shall not permit any of its current or future Subsidiaries to either (1) Guarantee the payment of any Indebtedness of the Issuer, the Company or any of its other Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”otherwise become an obligor, including as a co-borrower, under a Credit Facility Incurred pursuant to Section 3.3(b)(1), at which time unless (i) such Subsidiary shall: (1) execute simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto C hereto, providing for a Notes Guarantee of such Subsidiary pursuant to which such Subsidiary shall unconditionally guaranteeGuarantee, on a senior joint and several basis, all of the Company’s Obligations obligations of the Issuer, the Company and the other Subsidiary Guarantors under this Indenture Indenture, including the full and prompt payment of the principal of, premium and additional amounts, if any, and interest on the Notes on the terms set forth in a senior basis and all other obligations under this Indenture; (2) take ; provided that if such further action and execute and deliver such other documents as otherwise may be reasonably requested Indebtedness is by the Trustee to give effect its express terms subordinated in right of payment to the foregoingNotes or the Notes Guarantees, as the case may be, any such Guarantee of such Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary’s Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and (3ii) such 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 rights against the Issuer, the Company or any other Restricted Subsidiary as a result of any payment by such Subsidiary under its Notes Guarantee so long as any of the Notes remain outstanding; and (iii) such Subsidiary shall deliver to the Trustee 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. (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 corporate matters in connection with its Notes Guarantee, in form and substance reasonably satisfactory to the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) aboveTrustee; provided, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee)however, at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary any of its Subsidiaries to Guarantee any of the obligations of the Issuer, the Company or any Subsidiary Guarantors under this Indenture, or the Company shall be entitled to limit the value of any such Notes Guarantee to the extent that such Notes Guarantee by such Restricted Subsidiary would could reasonably be expected to give rise to or result in (inow or in the future): (1) any violation of applicable law, including without limitation restrictions on the provision of financial assistance; or (2) any personal or criminal liability for the officers, directors or direct or indirect shareholders of such Restricted Subsidiary Subsidiary; which in the case of each of clauses (1) and (2) cannot be avoided or (ii) any significant cost, expense, liability or obligation (including with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable otherwise prevented through measures reasonably available to the Company or and its Subsidiaries. (b) The foregoing notwithstanding, in the event a Restricted Subsidiary Guarantor is released and discharged from all of its obligations (other than contingent indemnification obligations) (1) under Guarantees of Indebtedness and other obligations under a Credit Facility and all other Indebtedness of the CompanyIssuer, the Company and its Restricted Subsidiaries, and (2) other than reasonable out as an obligor, including as a co-borrower, under a Credit Facility, then the Notes Guarantee of pocket expensessuch Subsidiary Guarantor shall be automatically and unconditionally released and discharged.

Future Subsidiary Guarantors. Upon (ai) If the acquisition by the Company or Guarantor of the Capital Stock of any Person, if, as a result of such acquisition, such Person becomes a Subsidiary of the Company or any of its Restricted Subsidiaries acquires Guarantor or creates another Subsidiary after (ii) the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee last day of any other Indebtedness fiscal quarter during which any Subsidiary of the Company that is not a -75- Guarantor as of such date and has not previously been released as a Guarantor pursuant to Section 10.4 or Section 10.5 of this Indenture becomes a Subsidiary, such Subsidiary Guarantor (hereinafter any such Subsidiary, except any Excluded Guarantee Subsidiary (as defined below), being called a "Future Subsidiary Guarantor") shall unconditionally guarantee the obligations of the type specified under clauses (1) or (2) Company with respect to payment and performance of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in Securities and the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all other obligations of the Company’s Obligations Company under this Indenture and to the Notes on same extent that such obligations are guaranteed by the terms set forth in this Indenture; (2) take other Guarantors pursuant to Section 10.1 hereof; and, within 60 days of the date of such further action and occurrence, such Future Subsidiary Guarantor shall execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel a supplemental indenture, which shall be in a form satisfactory to the Trustee, making such Future Subsidiary Guarantor a party to this Indenture; provided, however, that the foregoing provisions shall not apply to (A) any Subsidiary referenced in clause (i) such supplemental indenture and or clause (ii) above that is prohibited by law or by the terms of any other documents required to be delivered have been duly authorized, executed and delivered by agreement from making the guarantee set forth in Section 10.1 hereof (an "Excluded Guarantee Subsidiary") (provided that such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Notwithstanding the foregoing, any Guarantee will become a Future Subsidiary Guarantor as 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 such prohibition is removed or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guaranteelapses), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 10.5 hereof, had such Subsidiary been a Guarantor at the holders time such events occurred, (C) a Subsidiary 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 Indebtedness other than Person which has been released as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Guarantor pursuant to 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) 10.5 hereof, the Company 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 (iD) 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesReceivables Subsidiary.

Future Subsidiary Guarantors. (a) The Company shall promptly notify the Trustee and cause each Restricted Subsidiary that, on the Issue Date or any time thereafter, Guarantees any Indebtedness of the Company or any Subsidiary Guarantor under the ABL Facility or any other Material Debt Facility to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B to this Indenture, pursuant to which such Restricted Subsidiary shall become a party to this Indenture as a Subsidiary Guarantor. (b) The obligations of each Subsidiary Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the ABL Facility or any Material Debt 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. (c) Following the first day (a) the Securities are rated Investment Grade by both of the Rating Agencies, and (b) no Default has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of this Section 3.6. If at any time (x)(i) the Securities’ credit rating is downgraded from an Investment Grade rating by any Rating Agency and (ii) the ABL Facility or any Material Debt Facility is Guaranteed by a Restricted Subsidiary of the Company or (y) if a Default or Event of Default occurs and is continuing, then this Section 3.6 will thereafter be reinstated as if this Section 3.6 had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any assessment to determine compliance with the terms of this Indenture), unless and until the Securities subsequently attain an Investment Grade rating from both Rating Agencies and no Default or Event of Default is in existence (in which event this Section 3.6 shall no longer be in effect for such time that the Securities are rated Investment Grade by both Rating Agencies and no Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Securities or the Subsidiary Guarantees with respect to this Section 3.6 based on, and none of the Company or any of its Restricted Subsidiaries acquires shall bear any liability for, any actions taken or creates another Subsidiary after events occurring during the Issue Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, then regardless of whether such actions or events would have been permitted if this Section 3.6 had remained in effect during such period. The period of time between the date of suspension of this Section 3.6 and the Reinstatement Date is referred to as the “Suspension Period.” The Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver provide an Officers’ Certificate to the Trustee an Opinion indicating the occurrence of Counsel that (i) any Suspension Period or Reinstatement Date. The Trustee shall have no obligation to independently determine or verify if such supplemental indenture and events have occurred or notify the Holders of 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 Suspension Period or Reinstatement Date. The Trustee may provide a copy of such SubsidiaryOfficers’ Certificate to any Holder upon request. (bd) Notwithstanding the foregoingEach Subsidiary Guarantee shall also be released in accordance with Article X subject, any Guarantee of the Notes created pursuant in each case, to the other 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company The Issuer shall cause such newly acquired or created each Restricted Subsidiary that guarantees any Bank Indebtedness to become a Subsidiary Guarantor (in execute and deliver to the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 of Exhibit C-1 hereto pursuant to which such Restricted Subsidiary shall guarantee the Issuer’s Obligations under the Notes and this Indenture on the same second-priority secured basis, as well as to execute and deliver a joinder to the Intercreditor Agreement and to execute and deliver to the Trustee such Security Documents as are necessary to perfect Liens created on all assets of such Restricted Subsidiary to the extent required pursuant to Section 4.12 and Section 4.13; it being understood and agreed that for any such Restricted Subsidiary that executes such supplemental indenture dated the Acquisition Date, such supplemental indenture shall be substantially in the form attached as Exhibit D hereto pursuant to which C-2 hereto; and it being further understood and agreed that for any such Restricted Subsidiary shall unconditionally guaranteeorganized under the laws of Belgium, 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) take such further action and execute and deliver such other documents as Germany or Luxembourg that otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that (i) executes such supplemental indenture and any other documents required provides a Guarantee, such supplemental indenture 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. (b) Notwithstanding Guarantee substantially in the foregoing, any Guarantee of form included in 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 12.02 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’s jurisdiction of incorporation, organization or formation, as the Subsidiary Guarantor’s Indebtedness 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 Indebtedness 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 the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If The Company will cause each Restricted Subsidiary that Guarantees, on the Company Issue Date or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datetime thereafter, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed to execute and deliver to the Initial Holder or the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on a senior subordinated secured basis and all other obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Initial Holder or Trustee, the Collateral Agent and the holders of the Securities a perfected and at least third-priority security interest in any Collateral held by such Restricted Subsidiary; or , subject to Permitted Liens. Notwithstanding the foregoing, in the event (Ba) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Indebtedness under the holders of Senior Secured Credit Agreement and (2) all such other Indebtedness that is guaranteed by of the Company and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Floating Rate Notes, and (b) such Restricted Subsidiary also release their guarantee by Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 or such Restricted Subsidiary (including any deemed release upon payment in full of all Guarantor’s obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms are satisfied in full and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will discharged or are otherwise permitted to 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee Incurred 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 Company or a Restricted Subsidiary of the Company) (other than reasonable out a Subsidiary Guarantor) under the second paragraph of pocket expensesSection 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged.

Future Subsidiary Guarantors. (a) If the Company The Grantors shall cause each of their Material Subsidiaries (other than any CFC or any direct or indirect Subsidiary of its Restricted Subsidiaries acquires or creates another Subsidiary a CFC) whether newly formed, after the Issue Date, then the Company shall cause such newly acquired or created otherwise existing (within thirty (30) days after such Subsidiary is formed or acquired or becomes a Material Subsidiary or ceases to qualify as a CFC or a direct or indirect Subsidiary of a CFC) to become a Subsidiary Guarantor (hereunder by way of execution of and delivery to the Trustee a supplemental indenture substantially in the event that such form of Exhibit B hereto; provided, however, no Foreign Subsidiary provides a guarantee of any other Indebtedness of the Company or shall be required to become a Subsidiary Guarantor of to the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time extent such Subsidiary shall: (1) execute Guarantee would result in 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 material adverse tax consequence for the Company’s Obligations under this Indenture and the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (b) Notwithstanding any provision of this Indenture or any Notes Security Document to the foregoingcontrary, any Guarantee unless otherwise agreed in writing by the Company, (i) no more than 65% of the Notes created pursuant Voting Stock in any CFC that is a direct (first-tier) Subsidiary of a Grantor shall be directly or indirectly pledged or similarly hypothecated to guarantee or support any obligation of the provisions described Company (aggregating all arrangements that result in paragraph a direct or indirect pledge of such stock), (aii) above may provide by its terms for the avoidance of doubt, no stock of any Subsidiary of a CFC shall be directly or indirectly pledged or similarly hypothecated to guarantee or support any obligation of the Company (aggregating all arrangements that it will be automatically and unconditionally released and discharged upon: result in a direct or indirect pledge of such stock), (1iii) no CFC (with respect to or any Guarantee created after the date Subsidiary of this Indenturea CFC) the release by the holders shall guarantee or support any obligation of the Company’s or the Subsidiary Guarantor’s Indebtedness described in paragraph , and (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (Aiv) no other Indebtedness security or similar interest shall be granted in the assets of either the Company any CFC (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 Indebtedness other than as a result of payment under such guaranteeCFC); or (2) the release of the Note 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 which security or similar laws, regulations interest guarantees or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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) supports 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 Company or a Restricted Subsidiary of the Company) other than reasonable out . The parties hereto and each Holder agree that any pledge, guaranty or security or similar interest made or granted in contravention of pocket expensesthis paragraph shall be void ab initio.

Future Subsidiary Guarantors. (a) If the The Company shall not cause or permit any of its Restricted Subsidiaries acquires that is not a Subsidiary Guarantor (i) to Guarantee the obligations of, or creates another Subsidiary after the Issue Datebecome a co-borrower with, then the Company shall cause or any Subsidiary Guarantor, under any Credit Facility or (ii) to create, assume, Incur, issue or Guarantee any Material Indebtedness, unless, in the case of clause (i) or (ii), within 30 days thereof, the Company causes such newly acquired or created Restricted Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides by executing and delivering a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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 SubsidiaryGuarantee Agreement. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant Section 4.7(a)(ii) shall not apply to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged uponfollowing items of Indebtedness: (1i) (Indebtedness of a Person existing at the time such Person is merged with respect to any Guarantee created after the date of this Indenture) the release or into, amalgamated with, or is consolidated into, a Restricted Subsidiary, or which is assumed by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee by such a Restricted Subsidiary (including any deemed release upon payment in full connection with an acquisition of substantially all obligations under the assets of such Person, so long as such Indebtedness other than was not created in anticipation of such merger, amalgamation, consolidation or acquisition, and refinancing or replacement Indebtedness in respect thereof, so long as a result of payment under such guarantee), at a time when: (A) no other the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (ii) Indebtedness of either a Person existing at the time such Person becomes a Restricted Subsidiary, so long as such Indebtedness was not incurred in anticipation of such Person becoming a Restricted Subsidiary, and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iii) Purchase Money Obligations and refinancing or replacement Indebtedness in respect thereof, so long as (A) the principal amount thereof does not exceed the principal amount of the Indebtedness being refinanced or replaced plus accrued and unpaid interest thereon together with any reasonable fees, premiums (including tender premiums) and expenses relating to such refinancing or replacement and (B) such refinancing or replacement Indebtedness is incurred by the same Person(s) as the Indebtedness being refinanced or replaced; (iv) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Subsidiary Guarantor has been guaranteed by such other Restricted Subsidiary; (v) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed 0.5 times Adjusted EBITDA determined on a Pro Forma Basis for the relevant Reference Period measured at the time of incurrence of any Indebtedness under this clause (v); (vi) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; orprovided that such Indebtedness shall be repaid in full within five Business Days of the incurrence thereof; (vii) Indebtedness in respect of letters of credit, bank guarantees and similar instruments issued for the account of any Subsidiary in the ordinary course of business supporting obligations under (A) workers’ compensation, unemployment insurance and other social security laws and (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary bids, trade contracts, leases (including any deemed release upon payment in full of all obligations under such Indebtedness other than as Capitalized Lease Obligations or Synthetic Lease Obligations), statutory obligations, surety and appeal bonds, performance bonds and obligations of a result of payment under such guarantee); orlike nature; (2viii) Hedging Obligations entered into other than for speculative purposes and the release financing of insurance premiums; and (ix) Indebtedness not excepted by clauses (i) through (viii) above; provided that after giving effect thereto, Exempted Debt does not exceed 15.0% of Consolidated Net Tangible Assets of the Note Guarantees on Company measured as of the terms and conditions and in the circumstances described in Section 11.08 hereofdate of incurrence of any Exempted Debt. (c) Each additional Note Guarantee In the event that Indebtedness meets the criteria of more clauses of Section 4.7(b), the Company, in its sole discretion, shall be permitted to classify such Indebtedness (or portion thereof) at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness (or portion thereof) originally classified as Incurred pursuant any clause of Section 4.7(b) may later be reclassified by the Company, in its sole discretion, such that it (or any portion thereof) will be limited as necessary deemed to recognize certain defences generally available be Incurred pursuant 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 any other clause of creditors generallySection 4.7(b) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee reclassified Indebtedness (or portion thereof) could be Incurred pursuant to such clause at the time of such reclassification. (d) Indebtedness Incurred pursuant to any clause of Section 4.7(b) by such a Restricted Subsidiary would reasonably that subsequently becomes a Subsidiary Guarantor shall cease to be expected outstanding under such clause at such time as it becomes a Subsidiary Guarantor until such time, if any, that the Company, in its sole discretion, elects to give rise classify or re-classify such Indebtedness as Incurred under any of such clauses to or result in permit the release of such Subsidiary Guarantor’s Subsidiary Guarantee as permitted under this Indenture. (e) For purposes of this Section 4.7: (i) any liability for accrual of interest, accrual of dividends, the officersaccretion of accreted value or original issue discount, directors or shareholders the amortization of such Restricted Subsidiary or debt discount and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness; (ii) in determining compliance with any significant costU.S. dollar-denominated restriction on the Incurrence of Indebtedness, expensethe U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based upon the relevant currency exchange rate in effect on the date such Indebtedness was Incurred; provided, liability however, that if such Indebtedness is Incurred to refinance or obligation replace other Indebtedness denominated in a foreign currency, and such refinancing or replacement would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing or replacement, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing or replacement Indebtedness does not exceed the principal amount of such Indebtedness being refinanced or replaced; and (including with respect iii) the maximum amount of any Taxes, but excluding any reasonable guarantee or similar fee payable to Indebtedness that the Company or and its Restricted Subsidiaries may Incur shall not be deemed to be exceeded solely as a Restricted Subsidiary result of fluctuations in the Company) other than reasonable out exchange rate of pocket expensescurrencies.

Future Subsidiary Guarantors. (a) If the The Company or any of its Restricted Subsidiaries acquires or creates another will cause each Wholly Owned Domestic Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested guarantees payment by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by of any Indebtedness of the Company or any such Restricted Subsidiary; or (B) Subsidiary Guarantor under any of the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary Senior Credit Facilities (including by reason of being a borrower under the Senior ABL Facility on a joint and several basis with the Company or a Subsidiary Guarantor) to execute and deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such Wholly Owned Domestic Subsidiary will guarantee payment of the Notes, whereupon such Wholly Owned Domestic Subsidiary will become a Subsidiary Guarantor for all purposes under this Indenture. Within 90 days of any deemed release upon payment Wholly Owned Domestic Subsidiary so becoming a Subsidiary Guarantor, the Company will also cause such Subsidiary Guarantor to execute and deliver such documents and instruments as shall be reasonably necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release favor of the Note Guarantees on Collateral Agent, as and to the terms and conditions and in the circumstances described extent provided 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 1503; provided 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 if any other considerations under applicable law. Notwithstanding Section 4.17(a) hereof128 1010271152v11010271152_5.doc Cash Flow Collateral Obligations are outstanding at such time, the Company shall not execution and delivery of such documents and instruments will only be obligated to cause required, and such Restricted Subsidiary to Guarantee property and assets will only become part of the Notes Collateral securing the Notes, if and 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 Company or a Restricted Subsidiary property and assets become part of the Company) Collateral securing such other than reasonable out Cash Flow Collateral Obligations substantially concurrently therewith; provided that any party will take all further action, that may be necessary or desirable or that any party may reasonably request, in order to protect any right or interest granted or purpose to be granted under the Base Intercreditor Agreement or to enable such party to exercise and enforce its right and remedies under the Base Intercreditor Agreement. The Company will also have the right to cause any other Subsidiary to guarantee payment of pocket expensesthe Notes. Subsidiary Guarantees will be subject to release and discharge under certain circumstances prior to payment in full of the Notes. Section 415.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that Upon (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered the acquisition by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) of the holders Capital Stock 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 Indebtedness other than Person, if, as a result of payment under such guarantee); or acquisition, such Person becomes a Subsidiary (2other than a Leaseback Subsidiary) the release of the Note 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) hereof, the Company 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 the last day of any Taxes, but excluding fiscal quarter during which any reasonable guarantee or similar fee payable to the Company or a Restricted Subsidiary of the Company) Company that is not a Subsidiary Guarantor as of such date and has not previously been released as a Subsidiary Guarantor pursuant to Section 13.4 or Section 13.5 of this Indenture becomes a Subsidiary (other than reasonable out a Leaseback Subsidiary), such Subsidiary (hereinafter any such Subsidiary, except any Excluded Guaranty Subsidiary or any Special Purpose Subsidiary, being called a "Future Subsidiary Guarantor") shall fully and unconditionally guarantee the obligations of pocket expensesthe Company with respect to payment and performance of the Securities and the other obligations of the Company under this Indenture to the same extent that such obligations are guaranteed by the other Subsidiary Guarantors pursuant to Section 13.1; and, within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to this Indenture; provided, however, that the foregoing provisions shall not apply to (A) any Subsidiary referenced in clause (i) or clause (ii) above that is prohibited by law or by the terms of any agreement from making the guarantee set forth in Section 13.1 (an "Excluded Guaranty Subsidiary") (provided that such Subsidiary will become a Future Subsidiary Guarantor as of the date such prohibition is removed or lapses and provided that the assets of all Excluded Guaranty Subsidiaries (determined by the Company in accordance with GAAP) shall in no event exceed 15% of the aggregate assets of the Company and its Subsidiaries (other than Leaseback Subsidiaries) on a consolidated basis (determined by the Company in accordance with GAAP)), or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 13.5, had such Subsidiary been a Subsidiary Guarantor at the time such events occurred, or (C) a Subsidiary of any Person which has been released as a Subsidiary Guarantor pursuant to Section 13.5 or (D) any Subsidiary referenced in clause (i) or clause (ii) above that is a Special Purpose Subsidiary.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired or created each Domestic Restricted Subsidiary to become (other than a Subsidiary Guarantor Receivables Entity) that Guarantees any Indebtedness of the Company (in other than Indebtedness and other obligations under the event that such Subsidiary provides a guarantee Senior Credit Agreement, the Senior Subordinated Notes and the Guarantees of any other Indebtedness of the Company consisting solely of Guarantees of Indebtedness of one or a Subsidiary Guarantor more of the type specified under clauses (1Company’s Subsidiaries) or (2) of to execute and deliver to the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Trustee a supplemental indenture indenture, in the form attached set forth as Exhibit D hereto C, pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all will Guarantee payment of the Company’s Obligations Securities. The obligations of each Guarantor, if any, under this Indenture and the its Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee 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 Credit Agreement and the Senior Subordinated Notes Indenture) and after giving effect to guarantors (including those that relate 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 Guarantee, result in the obligations of such Guarantor under its Notes Guarantee not constituting a fraudulent conveyance or transfer, fraudulent transfer under federal or state law and not otherwise being void or voidable preference, financial assistance, corporate purpose, capital maintenance or under any similar laws, regulations or defences laws affecting the rights of creditors generally) or other considerations . A Guarantor shall be released from its obligations under applicable law. Notwithstanding Section 4.17(a) hereof, its Notes Guarantee upon the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee occurrence of certain events as specified in the supplemental indenture constituting its 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesGuarantee.

Future Subsidiary Guarantors. (a) If The Company will cause each Restricted Subsidiary that Guarantees, on the Company Issue Date or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datetime thereafter, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on a senior secured basis and all other obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the holders of the Securities a perfected and at least second-priority security interest in any Collateral held by such Restricted Subsidiary; or , subject to Permitted Liens. Notwithstanding the foregoing, in the event (Ba) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Indebtedness under the holders of Senior Secured Credit Agreement and (2) all such other Indebtedness that is guaranteed by of the Company and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Private Placement Notes, and (b) such Restricted Subsidiary also release their guarantee by Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 or such Restricted Subsidiary (including any deemed release upon payment in full of all Guarantor’s obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms are satisfied in full and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will discharged or are otherwise permitted to 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee Incurred 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 Company or a Restricted Subsidiary of the Company) (other than reasonable out a Subsidiary Guarantor) under the second paragraph of pocket expensesSection 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged.

Future Subsidiary Guarantors. (a) If Unless otherwise provided in a supplemental indenture relating to the Securities of any Series, the Company or any of its shall cause each Restricted Subsidiaries acquires or creates another Subsidiary that, from and after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor Guarantees any Indebtedness (in the event that such Subsidiary provides a guarantee of any other Indebtedness "Guaranteed Indebtedness") of the Company or (hereinafter any such Restricted Subsidiary, a "Future Subsidiary Guarantor Guarantor") fully and unconditionally to Guarantee the obligations of the type specified under clauses (1) or (2) Company with respect to payment and performance of the definition Securities of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant each Series to which such Subsidiary shall unconditionally guarantee, on a senior basis, all this Article 12 is made applicable and the other obligations of the Company’s Obligations Company under this Indenture and with respect to such Series to the Notes on same extent that such obligations are Guaranteed by the terms set forth in this Indenture; (2) take other Subsidiary Guarantors pursuant to Section 12.1, and, within 60 days of the date of such further action and occurrence, such Future Subsidiary Guarantor shall execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that (i) such a supplemental indenture and any other documents required making such Future Subsidiary Guarantor a party to be delivered have been duly authorized, executed and delivered by this Indenture for such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Notwithstanding 110 purpose. If the foregoing, any Guarantee of the Notes created pursuant Guaranteed Indebtedness referred 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: is (A) no other pari passu in right of payment with the Securities, then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of either payment with, or subordinated in right of payment to, the Company Subsidiary Guarantee 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 subordinated in full of all obligations under such Indebtedness other than as a result right of payment under to the Securities, then the Guarantee of such guarantee); or (2) Guaranteed Indebtedness shall be subordinated in right of payment to the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Subsidiary 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes at least to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result the Guaranteed Indebtedness is subordinated in (i) any liability for the officers, directors or shareholders right 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 payment to the Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesSecurities.

Future Subsidiary Guarantors. (a) If the The Company may not permit any Restricted Subsidiary, directly or indirectly, to guarantee any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses any other Obligor (1"Guaranteed Indebtedness") or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute to acquire 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that Mortgaged Rig unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee of payment of the Secured Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other documents required to be delivered have been duly authorizedrights against the Issuer, executed and delivered the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary and constitute legalunder its Subsidiary Guarantee. If the Guaranteed Indebtedness is pari passu with the Guarantee, valid, binding and enforceable Obligations then the guarantee of such Subsidiary. (b) Guaranteed Indebtedness shall be pari passu with or subordinated to the Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Guarantee, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that all Guaranteed Indebtedness is subordinated to the Guarantee. Notwithstanding the foregoing, any Subsidiary Guarantee of the Notes created by a Restricted Subsidiary which does not own a Mortgaged Rig that was incurred pursuant to the provisions described in paragraph terms of this Section 4.19 (abut not otherwise) above may shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) upon the release by the holders or discharge of the Company’s or guarantee which resulted in the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, creation of their guarantee by such Restricted Subsidiary's Subsidiary (including any deemed Guarantee, except a discharge or release upon payment in full of all obligations under such Indebtedness other than by, or as a result of of, payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If The Company shall not permit any current or future Domestic Subsidiary to Guarantee the payment of any Indebtedness of the Company or any other Restricted Subsidiary or otherwise become an obligor, including as a co-borrower, under a Credit Facility, unless (i) such Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto, providing for a Subsidiary Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis, all of the obligations of the Company and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior basis and all other obligations under this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Subsidiary Guarantees, as the case may be, any such Guarantee of such Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Domestic Subsidiary's Subsidiary Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Domestic 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 rights against the Company or any other Restricted Subsidiary as a result of any payment by such Domestic Subsidiary under its Subsidiary Guarantee of the Notes so long as any of the Notes remain outstanding; and (iii) such Domestic Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes valid, binding and enforceable obligations of such Domestic 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. (b) The foregoing notwithstanding, in the event a Subsidiary Guarantor is released and discharged from all of its obligations (other than contingent indemnification obligations) (1) under Guarantees of Indebtedness and other obligations under a Credit Facility and all other Indebtedness of the Company and its Restricted Subsidiaries acquires or creates another Subsidiaries, and (2) as an obligor, including as a co-borrower, under a Credit Facility, then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released and discharged. (c) The Company shall use its commercially reasonable efforts to cause each Domestic Subsidiary of Rossignol to execute and deliver as soon as is reasonably practicable, but in no event later than 180 calendar days after the Issue Date, then a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto, providing for a Subsidiary Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis, all of the obligations of the Company shall cause such newly acquired or created and the other Subsidiary to become Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any and interest on the Notes on a Subsidiary Guarantor (senior basis and all other obligations under this Indenture. Notwithstanding the foregoing, in the event that that, subsequent to the date such Domestic Subsidiary provides a guarantee issues such Guarantee, it is released from its Guarantees of, and all pledges and security interests granted in connection with, the Revolving Credit Facility, including but not limited to its Guarantee under Section 5.14(d) of the Revolving Credit Facility, and any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)any 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 Domestic Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations be released from its Guarantee under this Indenture and the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If The Company will cause each Restricted Subsidiary that Guarantees, on the Company Issue Date or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datetime thereafter, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any 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 Trustee a supplemental indenture pursuant to which such Restricted Subsidiary also release their guarantee by will 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 respect of the Securities on a senior basis and all other obligations under this Indenture. Notwithstanding the foregoing, in the event any Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary (including has not Incurred any deemed release upon payment Indebtedness in full of all reliance on its status as a Subsidiary Guarantor under Section 3.3 unless such Subsidiary Guarantor's obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than as a result Subsidiary Guarantor) under the second paragraph of payment under Section 3.3. Any such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Subsidiary 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 governed by Article X. Each Subsidiary Guarantee shall be released in accordance with the rights provisions of creditors generally) or other considerations this Indenture described under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses10.2.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee by such each Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (Aany Foreign Subsidiary) no other that guarantees Indebtedness of either for borrowed money Incurred by the Company or any 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 Trustee a supplemental indenture pursuant to which such Restricted Subsidiary also release their guarantee shall 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 (to the extent required by, and subject to the terms, limitations and provisions in, the Collateral Documents) and all other obligations of the Company under this Indenture; provided that any Restricted Subsidiary that constitutes an Immaterial Subsidiary shall not be required to become a Subsidiary Guarantor until such time as it ceases to be an Immaterial Subsidiary; provided, further, that no Pulitzer Subsidiary shall be required to become a Subsidiary Guarantor prior to the Pulitzer Debt Satisfaction Date and the date on which such Pulitzer Subsidiary has guaranteed Indebtedness for borrowed money Incurred by such the Company or any Subsidiary Guarantor. (b) Each Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2Pulitzer Subsidiary) that becomes a Subsidiary Guarantor on or after the release of Issue Date shall also become a party to the Note Guarantees on applicable Collateral Documents and 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) hereofXxx Xxxx Passu Intercreditor Agreement, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes Xxx Xxxxxx Intercreditor Agreement and, to the extent required by the Collateral Documents and subject to the limitations and exclusions therein, shall as promptly as practicable execute and deliver such security instruments, financing statements and certificates as may be necessary to vest in the Collateral Agent a perfected first-priority security interest, or Lien, as applicable (subject to Liens permitted by Section 3.5 and the right of all Priority Payment Lien Obligations to be paid in full from proceeds of the Xxx Legacy Collateral upon any enforcement action with respect to the Xxx Legacy Collateral or otherwise after an event of default, including in any bankruptcy, insolvency or liquidation proceedings, before any such proceeds may be applied to the payment of the Notes or any other Pari Passu Lien Indebtedness) , in properties and assets that such Guarantee constitute Xxx Legacy Collateral owned by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability Guarantor as security for the officersNotes and the Subsidiary Guarantees (subject to the limitations and exclusions in the Collateral Documents and this Indenture), directors and thereupon all provisions of this Indenture relating to the Xxx Legacy Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Pulitzer Subsidiary that becomes a Subsidiary Guarantor on or shareholders after the Pulitzer Debt Satisfaction Date shall become a party to the applicable Collateral Documents, the Pulitzer Junior Intercreditor Agreement and the Pulitzer Pari Intercreditor Agreement and, to the extent required by the Collateral Documents and subject to the limitations and exclusions therein, shall as promptly as practicable execute and deliver such security instruments, financing statements and certificates as may be necessary to vest in the Collateral Agent a perfected second-priority security interest or other Lien, as applicable (which shall be on a first-priority basis in the event the Junior Credit Facility and any other Pulitzer First Lien Indebtedness is no longer outstanding), subject to Liens permitted by Section 3.5 and the right of such Restricted Subsidiary or (ii) all Pulitzer Priority Payment Lien Obligations to be paid in full from the proceeds of the Pulitzer Collateral upon any significant cost, expense, liability or obligation (including enforcement action with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Company Pulitzer Collateral or a Restricted Subsidiary otherwise after an event of default, including in any bankruptcy, insolvency or liquidation proceedings, before any such proceeds may be applied to the payment of the Company) Notes or any other than reasonable out Pulitzer Junior Lien Indebtedness, in properties and assets that constitute Pulitzer Collateral owned by such Pulitzer Subsidiary as security for the Notes and the Subsidiary Guarantees (subject to the limitations and exclusions in the Collateral Documents and this Indenture), and thereupon all provisions of pocket expensesthis Indenture relating to the Pulitzer Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly (i) each Wholly Owned Subsidiary (other than any Foreign Subsidiary, any Insurance Subsidiary or any Subsidiary of an Insurance Subsidiary) that is formed or acquired or created Subsidiary to become a Subsidiary Guarantor following the Issue Date and (in the event that such Subsidiary provides a guarantee of ii) any other Subsidiary that Incurs Indebtedness of in reliance on Section 3.3(b)(ii) to execute and deliver to the Company or a Subsidiary 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 to this Indenture, substantially in the form attached as of Exhibit D hereto E hereto, pursuant to which such Restricted Subsidiary shall fully and unconditionally guaranteeGuarantee, on a senior joint and several basis, all the full and prompt payment of the Company’s Obligations principal of, premium, if any, and interest in respect of the Notes on a senior secured basis (to the extent provided in the Collateral Documents) and all other obligations under this Indenture and the Notes Indenture, on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by Article X; provided that any Wholly Owned Subsidiary that constitutes an Immaterial Subsidiary need not become a Subsidiary Guarantor until 10 Business Days after the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents date on which financial statements are required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such under this Indenture for the fiscal quarter in which it ceases to be an Immaterial Subsidiary. (b) Notwithstanding Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the foregoingIssue Date shall also become a party to the Security Agreement and the other applicable Collateral Documents and, to the extent required by the Security Agreement, shall as promptly as practicable execute and deliver such security instruments, financing statements and certificates as may be necessary to vest in the Collateral Agent a perfected first priority security interest on a pari passu basis with the Liens securing any Guarantee of Pari Passu Lien Indebtedness (subject to Permitted Liens) in properties and assets that constitute Collateral as security for 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than Guarantees and as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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 generally available have such property or asset added to guarantors (including those that the applicable 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 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes properties and assets to the same extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for and with 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensessame force and effect.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary From and after the Issue Date, then the Company shall will cause each Person that becomes a Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary), and each other Domestic Subsidiary that is a borrower under the Senior ABL Facility or that guarantees payment of Indebtedness of the Company under any Credit Facility or Capital Markets Securities, to execute and deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such newly acquired or created Domestic Subsidiary to will guarantee payment of the Notes, whereupon such Domestic Subsidiary will become a Subsidiary Guarantor for all purposes under this Indenture; provided that any such guarantee described under clause (x) or (y) by a Person in effect at the event that time such Subsidiary provides a guarantee of any other Indebtedness of Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary (and not created with, or in contemplation of, such acquisition, merger or consolidation) shall not trigger an obligation to guarantee the Notes so long as the aggregate principal amount of guaranteed Indebtedness relying on this proviso, together with the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 407(a), shall not exceed $300.0 million at any time outstanding. Within 90 days of so becoming a Subsidiary Guarantor of Guarantor, the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time Company will also cause such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant Guarantor 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) take such further action and execute and deliver such other documents and instruments as otherwise may shall be reasonably requested necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in favor of the Trustee to give effect Note Collateral Agent, as and to the foregoing; and (3) deliver extent provided in Section 1503. In addition, the Company may cause any Subsidiary that is not a Subsidiary Guarantor so to the Trustee 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. (b) Notwithstanding the foregoing, any Guarantee guarantee payment 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 or the become a Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly each Wholly-Owned Subsidiary (other than a Foreign Subsidiary) that is formed or acquired or created Subsidiary following the Issue Date to become a Subsidiary Guarantor (in execute and deliver to the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 Restricted Subsidiary shall 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 this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be Article X pursuant to a supplemental indenture hereto in form reasonably requested by the Trustee to give effect satisfactory to the foregoingTrustee; and (3) deliver to the Trustee provided that any Wholly-Owned Subsidiary that constitutes an Opinion of Counsel that (i) Immaterial Subsidiary need not become a Subsidiary Guarantor until such supplemental indenture and any other documents required time as it ceases to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such an Immaterial Subsidiary. (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 applicable Collateral Documents and shall as promptly as practicable execute and deliver such joinders, 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 Collateral) 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-priority security interest (subject to Permitted Liens) in properties and assets that constitute Collateral as security for the holders of the Company’s Notes or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than Guarantees and as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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 generally available have such property or asset added to guarantors (including those that the applicable Collateral as required under this Indenture and the Collateral Documents, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes properties and assets to the same extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for and with 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensessame force and effect.

Future Subsidiary Guarantors. (a) If The Parent Guarantor shall cause (i) each Restricted Subsidiary (other than the Company Issuer) that guarantees or becomes a borrower or issuer under any ABL Debt, any other Priority Lien Obligations, any Future Priority Lien Indebtedness or any Junior Lien Obligations and (ii) each Restricted Subsidiary (other than the Issuer and an Exempted Subsidiary) that guarantees any other Indebtedness for borrowed money of the Parent Guarantor, the Issuer or any of its the Subsidiary Guarantors, to execute and deliver to the Trustee a Guarantee Agreement (and with such documentation relating thereto as required under the Security Agreement or any other Priority Lien Security Document or as the Trustee may reasonably require, including an Officer’s Certificate and Opinions of Counsel as to the enforceability of such Guarantee Agreement), pursuant to which such Restricted Subsidiaries acquires or creates another Subsidiary shall become a Subsidiary Guarantor and a Grantor. (b) In the event that after the Issue Date, then the Company shall Parent Guarantor is required to cause such newly acquired or created a Restricted Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (b) Notwithstanding the foregoing, any a Guarantee of the Notes created Agreement 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: (1Section 4.11(a) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) , a “New Subsidiary Guarantor”), the holders of Parent Guarantor shall, and shall cause the New Subsidiary Guarantor and each other Subsidiary Guarantor to, take all such other Indebtedness that is guaranteed actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, amendments to the Priority Lien Security Documents, certificates, mortgages, deeds of trust, financing statements and opinions (including joinders to the Intercreditor Agreements, the Collateral Trust Agreement and the Priority Lien Security Documents as are contemplated by the terms thereof) as are required by the terms of the Priority Lien Security Documents (including, without limitation, under Section 4.11 of the Security Agreement) to vest in the Priority Lien Collateral Trustee a perfected security interest in the Collateral owned by such Restricted New Subsidiary also release their guarantee by Guarantor, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to the Collateral of such Restricted New Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) Guarantor to the release of same extent and with the Note Guarantees on the terms same force and conditions and in the circumstances described in Section 11.08 hereofeffect. (c) Each additional Note Guarantee will In addition, upon the acquisition by the Parent Guarantor, the Issuer or any Subsidiary Guarantor of any After-Acquired Property or upon any change, event or other happening pursuant to or as a result of which, any Excluded Asset no longer constitutes an Excluded Asset, the Parent Guarantor, the Issuer or such Subsidiary Guarantor shall execute and deliver such mortgages, deeds of trust, security instruments, financing statements and certificates and opinions of counsel (of scope and substance substantially similar to the Issue Date opinions, or as otherwise agreed) as shall be limited as reasonably necessary to recognize certain defences generally available vest in the Priority Lien Collateral Trustee a perfected security interest in such After-Acquired Property and to guarantors (including those that have such After-Acquired Property added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes After-Acquired Property to the same extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for and with 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensessame force and effect.

Future Subsidiary Guarantors. The Company will not permit any of its Wholly-Owned Recourse Subsidiaries that is a Domestic Subsidiary (a) If or Partially-Owned Recourse Subsidiary if such Partially-Owned Recourse Subsidiary is a Domestic Subsidiary and guarantees other capital markets debt securities or any Debt under the Credit Agreements of the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue DateGuarantor), then the Company shall cause such newly acquired or created Subsidiary to become other than a Subsidiary Guarantor or an Immaterial Subsidiary, to guarantee the payment of any capital markets debt securities or any Debt under the Credit Agreements of the Company or any other Subsidiary Guarantor unless: (in the event that 1) such Subsidiary provides within 30 days (or such later date as the Trustee may agree) executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee by such Subsidiary, except that with respect to a guarantee of capital markets debt securities or Debt under the Credit Agreements of the Company or any Subsidiary Guarantor that is by its express terms subordinated in right of payment to the Notes or such Subsidiary Guarantor’s Subsidiary Guarantee, any such guarantee by such Subsidiary with respect to such capital markets debt securities or Debt under the Credit Agreements shall be subordinated in right of payment to such Subsidiary Guarantee substantially to the same extent as such capital markets debt securities or Debt under the Credit Agreements are subordinated to the Notes; and (2) such 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 Indebtedness rights against the Company or any other Subsidiary of the Company (other than a Non-Recourse Subsidiary) as a result of any payment by such Subsidiary under its Subsidiary Guarantee prior to payment in full of the Notes; provided that this Section 4.14 will not be applicable to (x) any guarantee of any Subsidiary of the Company that existed at the time such Person became a Subsidiary of the Company and was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary of the Company or (y) any guarantee of any Subsidiary of the Company that was incurred at the time such Person became a Subsidiary of the Company in connection with (A) Debt (other than Debt of the Company or any Subsidiary Guarantor) that existed at such time or the proceeds of which were used to make such acquisition or (B) Debt (other than Debt of the Company or a Subsidiary Guarantor of the type specified under Guarantor) that is permitted to be secured by clauses (13) or (24) of the definition of “Indebtedness”), at which time such Subsidiary shall: Permitted Liens or clause (17) 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; definition of Permitted Liens (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes but only 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 relating to the Company refinancing, refunding, extension, renewal or a Restricted Subsidiary replacement of the Company) other than reasonable out Liens permitted under any of pocket expensesthe foregoing clauses).

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired each Person that is or created becomes a Domestic Restricted Subsidiary of the Company following the Closing Date (and is required to become be a Subsidiary Guarantor (in under the event definition of “Subsidiary Guarantor”) and any Foreign Restricted Subsidiary that such Subsidiary provides a guarantee of Guarantees any other Indebtedness of the Company or a any Domestic Restricted Subsidiary Guarantor of the type specified under clauses (1) or (2) of Company to 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 Exhibit D hereto pursuant to which such Domestic Restricted Subsidiary or Foreign Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all guarantee the payment and performance of the Company’s Obligations under this Indenture and Notes at the Notes on the terms set forth in this Indenture; (2) take time such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel Person is or becomes a Domestic Restricted Subsidiary that (i) such supplemental indenture and any other documents is required to be delivered have been duly authorizeda Subsidiary Guarantor or Guarantees any such Indebtedness of the Company or any Domestic Restricted Subsidiary, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiaryas applicable. (b) Notwithstanding Each Domestic Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the foregoing, any Guarantee Closing Date shall also become a party to each of the Notes created pursuant applicable Collateral Documents and consent 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 Intercreditor Agreement and, to any Guarantee created after the date of this Indenture) the release extent required by the holders of Security Agreement, shall as promptly as practicable execute and deliver such security instruments, joinders, financing statements and/or the Company’s Pledge Agreement and certificates as may be necessary to vest in the Collateral Agent a first priority security interest on a pari passu basis with the Liens securing any Pari Passu Lien Indebtedness (subject to Permitted Liens) in all properties and assets that constitute Collateral as security for the Notes or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than Guarantees and as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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 generally available have such property or asset added to guarantors (including those that the applicable 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 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes properties and assets to the same extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for and with 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensessame force and effect.

Future Subsidiary Guarantors. The Issuer shall not permit (ai) If the Company or any of its Restricted Subsidiaries acquires to guarantee or creates another Subsidiary after incur any Indebtedness under the Issue Date, then Term Loan Credit Agreement or the Company shall cause such newly acquired Unsecured Notes or created Subsidiary (ii) any of its Restricted Subsidiaries that are Domestic Subsidiaries to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of or incur any Indebtedness under any other syndicated bank or capital markets Indebtedness of the Company Issuer or a any Restricted Subsidiary Guarantor in an aggregate principal amount in excess of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)$50 million, at which time unless, in each case, such Restricted Subsidiary shall: (1) execute within 30 days executes and delivers a supplemental indenture in to this Indenture, the form of which is attached as Exhibit D hereto pursuant to which C hereto, providing for a Guarantee by such Restricted 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (b) Securities. 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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 Section 4.17(a) hereof, Each Person that becomes a Subsidiary Guarantor after the Company Issue Date shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes also become a party to the extent that applicable Security Documents pursuant to the terms of this Indenture and shall as promptly as practicable, and in no event later than 90 days, execute and deliver such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result security instruments, financing statements, mortgages, deeds of trust (in (i) any liability for substantially the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including same form as those executed and delivered with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Company Collateral on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Collateral Agent a Restricted Subsidiary perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Notes Priority Collateral and a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute ABL Priority Collateral, as security for such Guarantor’s Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture and the Company) other than reasonable out of pocket expensesSecurity Documents 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. Each Guarantee shall be released in accordance with Section 10.03 hereof.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly acquired each Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that is a borrower or created Subsidiary guarantor under the CEI Credit Agreement to become a Subsidiary Guarantor execute and deliver to the Trustee (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1i) 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 C hereto pursuant to which such Subsidiary will guarantee the Company’s obligations under the Notes and this Indenture and shall unconditionally guaranteecomply with the additional requirements of Section 13.06 and (ii) joinders to Security Documents or new Security Documents and take all actions required by such Security Documents to perfect the Liens created thereunder. Notwithstanding the foregoing, on a senior basis, all certain of the Company’s Obligations Wholly Owned Restricted Subsidiaries that are guarantors under the CEI Credit Agreement that are gaming licensees or registered holding companies of gaming licensees under New Jersey gaming laws shall not be required to become Subsidiary Guarantors unless and until such guarantees are approved by the New Jersey Division of Gaming Enforcement. Upon receipt of any such approvals, (i) the Company and the applicable Wholly Owned Restricted Subsidiaries shall execute any and all further documents, agreement and instruments, and take all such further actions as necessary under this Indenture and in order to evidence the guarantee of the Notes on by such Wholly Owned Restricted Subsidiaries, including, without limitation, the terms set forth in execution and delivery of a supplemental indenture to this Indenture; Indenture and (2ii) take such further action and Wholly Owned Restricted Subsidiaries shall execute and deliver such other documents as otherwise may be reasonably requested by to the Collateral Agent or the Trustee joinders to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that (i) such supplemental indenture Security Documents or new Security Documents and any other documents take all actions 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. (b) Notwithstanding Security Documents to perfect the foregoing, any Guarantee of the Notes Liens 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes thereunder to the extent that such Guarantee required by such Restricted Subsidiary would reasonably be expected to give rise to or result the Security Documents (in (i) any liability for the officerseach case, 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 Company or extent such Wholly Owned Restricted Subsidiaries are not otherwise excluded from the requirement to provide a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesguarantee pursuant to this Indenture).

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the The Company shall cause such newly each Restricted Subsidiary of the Company (other than any Foreign Subsidiary or any Securitization Subsidiary) formed (including by operation of or as a result of an LLC Division) or acquired after the date of this Indenture that directly or created Subsidiary to become indirectly assumes, becomes a Subsidiary Guarantor (borrower under, guarantees or in the event that such Subsidiary provides a guarantee of any other manner become liable with respect to any Indebtedness of the Company or under the Senior Credit Facilities within 30 days after such obligation arises to issue a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) Guarantee and execute and deliver a supplemental indenture supplemental to this Indenture substantially in the form attached as of Exhibit D B hereto and pursuant to which such Restricted Subsidiary thereby becomes a Subsidiary Guarantor which shall unconditionally guarantee, on a senior basis, all be bound by the guarantee of the Company’s Obligations under this Indenture and Notes in the Notes on the terms form set forth in this Indenture; Indenture (2) take without such further action and Subsidiary Guarantor being required to execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to guarantee endorsed on the foregoingNotes); and (3provided that the foregoing shall not apply if Acquired Debt incurred under Section 4.07(ix)(c) deliver to the Trustee 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 shall prohibit such Subsidiary and constitute legalGuarantee, valid, binding and enforceable Obligations of but only for so long as such SubsidiaryAcquired Debt prohibits such Subsidiary Guarantee. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph foregoing 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) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company 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 Company or a each Restricted Subsidiary of Xxxx TV (including Xxxxxxxx LMG and its Subsidiaries) existing on the CompanyEscrow Release Date to, on the Escrow Release Date, execute and deliver an indenture supplemental to this Indenture substantially in the form of Exhibit D and thereby become a Subsidiary Guarantor which shall be bound by the guarantee of the Notes in the form set forth in this Indenture (including such Subsidiary Guarantor being required to execute and deliver the guarantee endorsed on the Notes); provided that, if applicable, Xxxxxxxx LMG and its Subsidiaries shall only be required to become Subsidiary Guarantors pursuant to this clause (b) other than reasonable out contemporaneously with the date that such entities become guarantors under the Senior Credit Facilities (in which case such supplemental indenture shall be substantially in the form of pocket expensesExhibit B).

Future Subsidiary Guarantors. (a) If the The Company or shall not permit any of its Restricted current or future Domestic Subsidiaries acquires or creates another Subsidiary after (other than QS Wholesale) to either (1) Guarantee the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee payment of any other Indebtedness of the Company Company, QS Wholesale or a any other Restricted Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)otherwise become an obligor, at which time such Subsidiary shall: including as a co-borrower, under a Credit Facility Incurred pursuant to clause (1) execute of Section 3.3(b), unless (i) such Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto hereto, providing for a Notes Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall fully and unconditionally guaranteeGuarantee, on a senior joint and several basis, all of the Company’s Obligations obligations of the Issuers and the other Subsidiary Guarantors under this Indenture Indenture, including the full and prompt payment of the principal of, premium, if any, and interest on the Notes on the terms set forth in a senior basis and all other obligations under this Indenture; (2) take ; provided that if such further action and execute and deliver such other documents as otherwise may be reasonably requested Indebtedness is by the Trustee to give effect its express terms subordinated in right of payment to the foregoingNotes or the Notes Guarantees, as the case may be, any such Guarantee of such Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Domestic Subsidiary’s Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and (3ii) such Domestic 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 rights against the Company, QS Wholesale or any other Restricted Subsidiary as a result of any payment by such Domestic Subsidiary under its Notes Guarantee so long as any of the Notes remain outstanding; and (iii) such Domestic Subsidiary shall deliver to the Trustee an Opinion of Counsel that (i) such supplemental indenture with respect to corporate matters in connection with its Notes Guarantee, in form and any other documents required substance reasonably satisfactory to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiarythe Trustee. (b) Notwithstanding The foregoing notwithstanding, in the foregoingevent a Subsidiary Guarantor is released and discharged from all of its obligations (other than contingent indemnification obligations) (1) under Guarantees of Indebtedness and other obligations under a Credit Facility and all other Indebtedness of the Company, any QS Wholesale and the Restricted Subsidiaries, and (2) as an obligor, including as a co-borrower, under a Credit Facility, then the Notes Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will such Subsidiary 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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofdischarged. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If the The Company or will not permit any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in Guarantee the event that such Subsidiary provides a guarantee payment of any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary Guarantor of the type specified under clauses (1) Indebtedness of a Foreign Subsidiary or (2) of the definition of “Indebtedness”a Guarantee by a Receivables Subsidiary), at which time unless such Restricted Subsidiary shall: (1) execute simultaneously executes and delivers a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Restricted Subsidiary shall will unconditionally guaranteeGuarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis, all ; provided that if such Indebtedness is by its express terms subordinated in right of the Company’s Obligations under this Indenture and payment to the Notes on the terms set forth in this Indenture; (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (b) Notwithstanding the foregoingor a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes created pursuant or such Note Guarantee, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the provisions described in paragraph (a) above may preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after under the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described circumstances set forth in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release Section 11.05. The form of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited is attached hereto 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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.Exhibit C.

Future Subsidiary Guarantors. (a) If The Company will cause each Restricted Subsidiary (other than a Foreign Subsidiary) that Guarantees, on the Issue Date or any time thereafter, Indebtedness of the Company or any under the Senior Secured Credit Agreement to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Dateprincipal of, then premium, if any, and interest in respect of the Company shall cause such newly acquired or created Subsidiary to become Notes on a senior unsecured basis and all other obligations under this Indenture on an unsecured basis. Notwithstanding the foregoing, in the event (1) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (in i) the event that such Subsidiary provides a guarantee of any Senior Secured Credit Agreement and (ii) all other Indebtedness of the Company or and its Restricted Subsidiaries and (2) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor of the type specified under clauses Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (1other than a Subsidiary Guarantor) or (2) of the definition of “Indebtedness”under Section 3.3(b), at which time then the Subsidiary Guarantee of such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary Guarantor shall be automatically and 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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 Subsidiaryreleased or discharged. (b) Notwithstanding The obligations of each Subsidiary Guarantor will be limited to the foregoingmaximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantee Guarantees under the Senior Secured Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the Notes created obligations of such other Subsidiary Guarantor under its Subsidiary 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) , result in the release by the holders obligations of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 under its Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations Guarantee not constituting a fraudulent conveyance or fraudulent transfer under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereoffederal or state law. (c) Each additional Note Subsidiary Guarantee will shall also 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 released in accordance with the rights provisions of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses10.2.

Future Subsidiary Guarantors. (a) If the Company If, on or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, any Restricted Subsidiary (other than the Issuer) that is not a Subsidiary Guarantor Guarantees any capital markets Indebtedness of the Company, the Issuer or any Subsidiary Guarantor (other than Indebtedness owing to the Company or a Restricted Subsidiary) (“Guaranteed Indebtedness”), then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”)Restricted Subsidiary, at which time such Subsidiary shallto: (1) 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 such Subsidiary Restricted Subsidiary, shall unconditionally guarantee, on a senior basis, Guarantee all of the CompanyIssuer’s Obligations obligations under this Indenture and the Notes on the terms set forth in and this Indenture;; and (2) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel (which may contain customary exceptions) that (i) such supplemental indenture and any other documents required to be delivered have 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. (b) Notwithstanding Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture. The Company may cause any other Restricted Subsidiary of the foregoingCompany to issue a Note Guarantee and become a Subsidiary Guarantor. (c) If the Guaranteed Indebtedness is pari passu with the Notes, any then the Guarantee of such Guaranteed Indebtedness shall be pari passu with the Notes created pursuant Note Guarantee. If the Guaranteed Indebtedness is subordinated to the provisions described in paragraph Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Note Guarantee at least to the extent that the Guaranteed Indebtedness is subordinated to the Notes. (ad) above may provide by its terms that it A Note Guarantee of a Subsidiary Guarantor will automatically terminate and be automatically and unconditionally released and discharged without any action required on the part of the Trustee or any Holder upon: (1) a sale or other disposition (including by way of consolidation or merger) of such Subsidiary Guarantor after which such Subsidiary Guarantor is no longer a Subsidiary of the Company or the sale or disposition of all or substantially all the assets of such Subsidiary Guarantor (other than to the Company or a Subsidiary or an Affiliate of the Company) otherwise permitted by this Indenture; (2) such Subsidiary Guarantor’s becoming an Unrestricted Subsidiary in accordance with respect to any Guarantee created after the date terms of this Indenture; (3) the release by the holders or discharge of the Company’s Guarantee or security that enabled the creation of such Note Guarantee and all other Guarantees of Indebtedness of the Company by such Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, ; provided that no Default or Event of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a Default has occurred and is continuing or would result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiarytherefrom; or (B4) 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 legal defeasance or covenant defeasance in full of all obligations under such Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms accordance with Section 8.01 or satisfaction and conditions and discharge in the circumstances described in accordance with Section 11.08 hereof8.02. (ce) Each additional Note Guarantee will shall be limited in amount to an amount not to exceed the maximum amount that can be Guaranteed by the applicable Subsidiary Guarantor without rendering the Note Guarantee, as necessary it relates to recognize certain defences generally available to guarantors (including those that relate such Subsidiary 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. (f) or other considerations under applicable lawThe Company shall notify the Trustee and the Holders in writing if the Note Guarantee of any Subsidiary Guarantor is released. Notwithstanding Section 4.17(aThe Trustee shall execute and deliver an appropriate instrument confirming the release of any such Subsidiary Guarantor upon written request of the Company. (g) hereofAt the Company’s written request, the Company Trustee will execute and deliver any instrument evidencing such release. A Subsidiary Guarantor may also be released from its obligation under its Note Guarantee in accordance with Section 9.02(e)(8). The Trustee shall not only be obligated to cause deliver any such Restricted Subsidiary to Guarantee the Notes to the extent instrument upon receipt of an Officer’s Certificate stating that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result release is authorized and in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including compliance with respect of any Taxes, but excluding any reasonable guarantee or similar fee payable to the Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expensesthis Indenture.

Future Subsidiary Guarantors. (a) If The Company will cause each Restricted Subsidiary that Guarantees, on the Company Emergence Date or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Datetime thereafter, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed (excluding a Guarantee by such a Non-Guarantor Restricted Subsidiary of Indebtedness issued by a Non-Guarantor Restricted Subsidiary; or (B) to execute and deliver to the holders of all such other Indebtedness that is guaranteed by Trustee a supplemental indenture pursuant to which such Restricted Subsidiary also release their guarantee by will 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 respect of the Securities on a senior unsecured basis and all other obligations under this Indenture. Notwithstanding the foregoing, in the event any Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary (including has not Incurred any deemed release upon payment Indebtedness in full of all reliance on its status as a Subsidiary Guarantor under Section 3.2 unless such Subsidiary Guarantor’s obligations under such Indebtedness other than as a result are satisfied in full and discharged or are otherwise permitted under the second paragraph of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof3.2. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) The Company shall promptly notify the Trustee and cause each Restricted Subsidiary that, on the Issue Date or any time thereafter, Guarantees any Indebtedness of the Company or any Subsidiary Guarantor under the ABL Facility or any other Material Debt Facility to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B to this Indenture, pursuant to which such Restricted Subsidiary shall become a party to this Indenture as a Subsidiary Guarantor. (b) The obligations of each Subsidiary Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the ABL Facility or any Material Debt 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. (c) Following the first day (a) the Securities are rated Investment Grade by both of the Rating Agencies, and (b) no Default has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of this Section 3.6. If at any time (x)(i) the Securities’ credit rating is downgraded from an Investment Grade rating by any Rating Agency and (ii) the ABL Facility or any Material Debt Facility is Guaranteed by a Restricted Subsidiary of the Company or (y) if a Default or Event of Default occurs and is continuing, then this Section 3.6 will thereafter be reinstated as if this Section 3.6 had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any assessment to determine compliance with the terms of this Indenture), unless and until the Securities subsequently attain an Investment Grade rating from both Rating Agencies and no Default or Event of Default is in existence (in which event this Section 3.6 shall no longer be in effect for such time that the Securities are rated Investment Grade by both Rating Agencies and no 48 Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Securities or the Subsidiary Guarantees with respect to this Section 3.6 based on, and none of the Company or any of its Restricted Subsidiaries acquires shall bear any liability for, any actions taken or creates another Subsidiary after events occurring during the Issue Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, then regardless of whether such actions or events would have been permitted if this Section 3.6 had remained in effect during such period. The period of time between the date of suspension of this Section 3.6 and the Reinstatement Date is referred to as the “Suspension Period.” The Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver provide an Officers’ Certificate to the Trustee an Opinion indicating the occurrence of Counsel that (i) any Suspension Period or Reinstatement Date. The Trustee shall have no obligation to independently determine or verify if such supplemental indenture and events have occurred or notify the Holders of 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 Suspension Period or Reinstatement Date. The Trustee may provide a copy of such Subsidiary. (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 Officers’ Certificate to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release Holder upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereofrequest. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.

Future Subsidiary Guarantors. (a) If The Issuer shall cause each Wholly Owned Restricted Subsidiary that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the Company Credit Agreement or that guarantees any other Bank Indebtedness of the Issuer or any of its Restricted Subsidiaries acquires or creates another the Subsidiary after Guarantors, within 60 days of such triggering event, to execute and deliver to the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary 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 Restricted Subsidiary shall unconditionally guarantee, on a senior basis, all will guarantee payment of the Company’s Obligations under this Indenture Notes and the Notes on the terms set forth in this Indenture; (2) take such further action and to execute and deliver such joinders to the Notes Security Documents and any other documents as otherwise may be reasonably requested by filings or agreements, in each case to the extent required to create and perfect the security interests of the Notes Collateral Agent for the benefit of itself, the Trustee and the holders (provided that with respect to give effect any actions taken with respect to the granting and/or perfection of security interests, notwithstanding the foregoing, no such actions shall be required to be taken in advance of the time required for the taking of such action in respect of the Credit Agreement); and (3) provided that each of the Issuer’s Restricted Subsidiaries that becomes a Restricted Subsidiary upon the consummation of the Acquisition and that guarantees or becomes a borrower under the Credit Agreement shall execute and deliver to the Trustee an Opinion of Counsel that (i) such a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Restricted Subsidiary will guarantee payment of the Notes substantially simultaneously with such Restricted Subsidiary guaranteeing or becoming a borrower under the Credit Agreement and to execute and deliver joinders to the Notes Security Documents and any other documents filings or agreements, in each case to the extent required to be delivered have been duly authorized, executed create and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Notwithstanding perfect the foregoing, any Guarantee security interests of the Notes created pursuant to Collateral Agent for the provisions described in paragraph benefit of itself, the Trustee and the holders (a) above may provide by its terms provided that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after actions taken with respect to the date granting and/or perfection of this Indenture) security interests, notwithstanding the release by the holders foregoing, no such actions shall be required to be taken in advance of the Company’s or time required for the Subsidiary Guarantor’s Indebtedness described taking of such action in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release respect of the Note Guarantees on Credit Agreement). Any periods of time for the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will addition of any Guarantor hereunder 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) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes deemed extended to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result the same period is extended 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 the Credit Agreement or similar fee payable to by a person that becomes the Company or a Restricted Subsidiary of Applicable Authorized Representative (as such term is defined in the Company) other than reasonable out of pocket expensesIntercreditor Agreement).

Future Subsidiary Guarantors. (a) If that is organized or existing under the Company laws of the United States, any state thereof or the District of Columbia, (b) more than 65% of the Capital Stock of which is pledged to a United States lender or (c) that Guarantees any of its Restricted Subsidiaries acquires or creates another Subsidiary Indebtedness owed to a United States lender, on and after the Issue Datedate of this Indenture (if not then a Subsidiary Guarantor), then the Company shall cause such newly acquired or created that becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to this Indenture and thereby become a Subsidiary Guarantor (which shall be bound by the Subsidiary Guarantee of the Notes in the event form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes). The Company shall not permit any Restricted Subsidiary that such is not a Subsidiary provides a guarantee of Guarantor to (i) Guarantee any other Indebtedness of the Company or a any Subsidiary 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 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee 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. (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) (become obligated with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor, including but not limited to, Indebtedness Incurred by the Company or a Subsidiary Guarantor has been guaranteed under the Credit Facility, unless such Restricted Subsidiary simultaneously executes a supplemental indenture to this Indenture providing for the Guarantee of the payment of the Notes by such Restricted Subsidiary; or (B) , which Guarantee of the holders payment of all the Notes shall be subordinated to the Guarantee of such other Indebtedness to the same extent as the Notes or the Subsidiary Guarantees, as applicable, are subordinated to such other Indebtedness; provided, however, 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note 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) hereof, the Company shall not be obligated required to cause such Restricted Subsidiary to so Guarantee the payment of the Notes to the extent that such Guarantee other Indebtedness does not exceed $1 million individually or, together with any other Indebtedness of the Company or any Subsidiary Guarantor Guaranteed by such Restricted Subsidiary, $3 million in the aggregate. Such Restricted Subsidiary would reasonably shall be expected to give rise to or result in (i) deemed released from its obligations under the Guarantee of the payment of the Notes at any liability for the officers, directors or shareholders of such time that such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect is released from all of any Taxes, but excluding any reasonable guarantee or similar fee payable to its obligations under its Guarantee of such other Indebtedness unless such release results from the Company or a Restricted Subsidiary payment under such Guarantee of the Company) other than reasonable out of pocket expensesIndebtedness.

Future Subsidiary Guarantors. (a) If the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, then the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall:Upon (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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver to the Trustee an Opinion of Counsel that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered the acquisition by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) of the holders Capital Stock 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 Indebtedness other than Person, if, as a result of payment under such guarantee); or acquisition, such Person becomes a Subsidiary (2other than a Leaseback Subsidiary) the release of the Note 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) hereof, the Company 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 the last day of any Taxes, but excluding fiscal quarter during which any reasonable guarantee or similar fee payable to the Company or a Restricted Subsidiary of the Company) Company that is not a Subsidiary Guarantor as of such date and has not previously been released as a Subsidiary Guarantor pursuant to Section 13.4 or Section 13.5 of this Indenture becomes a Subsidiary (other than reasonable out a Leaseback Subsidiary), such Subsidiary (hereinafter any such Subsidiary, except any Excluded Guaranty Subsidiary or any Special Purpose Subsidiary, being called a "Future Subsidiary Guarantor") shall fully and unconditionally guarantee the obligations of pocket expensesthe Company with respect to payment and performance of the Securities and the other obligations of the Company under this Indenture to the same extent that such obligations are guaranteed by the other Subsidiary Guarantors pursuant to Section 13.1; and, within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to this Indenture; provided, however, that the foregoing provisions shall not apply to (A) any Subsidiary referenced in clause (i) or clause (ii) above that is prohibited by law or by the terms of any agreement from making the guarantee set forth in Section 13.1 (an "Excluded Guaranty Subsidiary") (provided that such Subsidiary will become a Future Subsidiary Guarantor as of the date such prohibition is removed or lapses and provided that the assets of all Excluded Guaranty Subsidiaries (determined by the Company in accordance with GAAP) shall in no event exceed 15% of the aggregate assets of the Company and its Subsidiaries (other than Leaseback Subsidiaries) on a consolidated basis (determined by the Company in accordance with GAAP)), or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 13.5, had such Subsidiary been a Subsidiary Guarantor at the time such events occurred, or (C) a Subsidiary of any Person which has been released as a Subsidiary Guarantor pursuant to Section 13.5 or (D) any Subsidiary referenced in clause (i) or clause (ii) above that is a Special Purpose Subsidiary.

Future Subsidiary Guarantors. (a) If the Company The Issuers shall cause each Spectrum Entity that is a wholly-owned Domestic Subsidiary that is formed or any of its Restricted Subsidiaries acquires or creates another Subsidiary after acquired following the Issue Date, then Date to execute and deliver to the Company shall cause such newly acquired or created Subsidiary to become a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute Second-Priority Trustee a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such domestic wholly-owned Restricted Subsidiary shall will unconditionally guaranteeGuarantee, on a senior joint and several basis, all the full and prompt payment of the Company’s Obligations principal of, premium, if any, and interest in respect of the Second-Priority Notes on a senior secured basis and all other obligations under this Indenture Second-Priority Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall also become a party to the applicable Second-Priority Security Documents and the Notes on the terms set forth in this Indenture; (2) take such further action and shall as promptly as practicable execute and deliver such other documents security instruments, financing statements and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as otherwise may be reasonably requested by the Trustee necessary to give effect to the foregoing; and (3) deliver to the Trustee 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. (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 or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release of the Note Guarantees on the terms and conditions and vest in the circumstances described Second-Priority Collateral Agent a second-priority security interest (subject to Permitted Liens or Permitted Spectrum Liens in Section 11.08 hereof. (cthe case of Spectrum Assets) 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 in the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a) hereof, the Company shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes manner and to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result set forth in (i) any liability the Second-Priority Security Documents and this Second-Priority Indenture in properties and assets of the type constituting Collateral as security for the officersSecond-Priority Notes or the Guarantees, directors or shareholders and thereupon all provisions 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 this Second-Priority Indenture relating to the Company or a Restricted Subsidiary of Collateral shall be deemed to relate to such properties and assets to the Company) other than reasonable out of pocket expensessame extent and with the same force and effect.

Future Subsidiary Guarantors. (a) If No later than the Separation Date, the Subsidiaries of the Company that Guarantee or any are required to guarantee the Company’s obligations under the Credit Agreement will become Subsidiary Guarantors by executing one or more supplements to this Indenture substantially in the form of its Restricted Subsidiaries acquires or creates another Subsidiary Exhibit B hereto and delivering them to the Trustee. If, after the Issue Separation Date, then any Domestic Subsidiary of the Company shall cause such newly acquired or created that is not an Immaterial Subsidiary to become and that is not already a Subsidiary Guarantor (in the event that such Subsidiary provides a guarantee of Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Subsidiary Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute by executing 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) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee to give effect to the foregoing; and (3) deliver delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an Opinion obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of Counsel the Company that (i) such supplemental indenture and any other documents required have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary. (b) Unrestricted Subsidiaries. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of the Notes created a Domestic Subsidiary that was incurred pursuant to the provisions described in paragraph (a) above may this Section 3.11 shall provide by its terms that it will shall be automatically and unconditionally released and discharged upon: (1) (at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s or the Subsidiary Guarantor’s Indebtedness 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 Indebtedness other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either the Company or any other 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 Indebtedness other than as a result of payment under such guarantee); or (2) the release excess of the Note Guarantees on the terms and conditions and in the circumstances De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 11.08 hereof10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2. (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) hereof, the Company 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 Company or a Restricted Subsidiary of the Company) other than reasonable out of pocket expenses.