Common use of Additional Subsidiary Guarantees Clause in Contracts

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary shall, after the Issue Date that guarantees Date, acquire or create another Significant Subsidiary or if any Indebtedness of either of the Issuersother Restricted Subsidiary shall become such, then that newly acquired or created Restricted such Significant Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory in substantially the form of Exhibit E hereto and delivering it to the Trustee and deliver Trustee, together with a notation of Subsidiary Guarantee, an Opinion of Counsel and an Officers’ Certificate, in accordance with the terms of Section 10.02 of this Indenture; provided, however, that this requirement shall not apply to a Significant Subsidiary that is also a Foreign Subsidiary. If, after the Issue Date, any Restricted Subsidiary of the Company (including a Foreign Subsidiary) that is not already a Guarantor shall guarantee any other Indebtedness of the Company or any Indebtedness of a Domestic Subsidiary, then that Subsidiary shall become a Guarantor by executing a supplemental indenture in substantially the form of Exhibit E hereto and delivering it to the Trustee Trustee, together with a notation of Subsidiary Guarantee, an Opinion of Counsel and an Officers’ Certificate, in accordance with the terms of such Section 10.02, within 10 ten Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, guaranteed such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it (other than a Significant Subsidiary) shall be automatically and unconditionally released released, as provided in Section 10.05 hereof, upon the release or discharge of its guarantee of all other Indebtedness of the guarantee which resulted in the creation Company or any of such Restricted Subsidiary's Subsidiary Guaranteeits Domestic Subsidiaries, except a release or discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership Company or any Guarantor transfers or causes to be transferred, in one or a series of its Restricted Subsidiaries acquires related transactions, property or creates another assets (including, without limitation, businesses, divisions, real property, assets or equipment) having a fair market value (as determined in good faith by the Board of Directors of EchoStar evidenced by a resolution of the Board of Directors of EchoStar and set forth in an Officers' Certificate delivered to the Trustee; PROVIDED, HOWEVER that if the fair market value exceeds $10 million, the fair market value shall be determined by an investment banking firm of national standing selected by the Company) exceeding $500,000 to any Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then Company that newly acquired or created Restricted Subsidiary must become is neither a Subsidiary Guarantor of ESBC nor a Guarantor, EchoStar, to the extent not otherwise precluded by obligations set forth in the 1996 Notes Indenture or the 1994 Notes Indenture, shall, or shall cause the owner of such Subsidiary to: (a) enter into a pledge agreement in order to pledge all of the issued and outstanding Capital Stock of such Subsidiary as security to the Trustee for the benefit of the Holders of the Notes; and (b) cause such Subsidiary to: (i) execute and deliver to the Trustee a supplemental indenture Supplemental Indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company's obligations under the Notes and execute a notation in form and substance reasonably satisfactory to the Trustee; and (ii) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee within 10 Business Days that such pledge agreement and such Supplemental Indenture have been duly authorized, executed and delivered by and are valid and binding obligations of such Subsidiary or such owner, as the case may be; PROVIDED, HOWEVER, that the foregoing provisions shall not apply to transfers of property or assets (other than cash) by the Company or any Guarantor in exchange for cash or Cash Equivalents in an amount equal to the fair market value (as determined in good faith by the Board of Directors of EchoStar evidenced by a resolution of the date on which it was acquired or created. If a Restricted Subsidiary Board of Directors of EchoStar and set forth in an Officers' Certificate delivered to the Trustee; PROVIDED, HOWEVER, that is not then a Subsidiary Guarantor guarantees Indebtedness of either of if the Issuers or any other Restricted Subsidiaryfair market value exceeds $10 million, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee fair market value shall be senior to or pari passu with such Restricted Subsidiary's guarantee determined by an investment banking firm of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case national standing selected by the Guarantee of the Notes may be subordinated to the guarantee Company) of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release property or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeassets.

Additional Subsidiary Guarantees. If Each of the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary that guarantees the Senior Credit Facilities shall initially Guarantee the Notes. If after the Issue Date that any other Restricted Subsidiary guarantees the Senior Credit Facilities or any other Indebtedness of either of the Issuersincurred pursuant to Section 4.10(b)(1) hereof, then that newly acquired or created such Restricted Subsidiary must shall (a) become a Subsidiary Guarantor and execute pursuant to a supplemental indenture satisfactory to this Indenture substantially in the form attached as Exhibit D hereto and execute and deliver joinders to the Trustee Intercreditor Agreement and deliver an Opinion of Counsel to the Trustee Second Lien Notes Security Agreement, in each case within 10 30 Business Days of the date on which it was acquired such Restricted Subsidiary first guarantees such Indebtedness and (b) within the times periods permitted under the Security Documents, create or createdperfect the security interests in favor of the Notes Collateral Agent for the benefit of the Secured Parties in the Collateral of such Subsidiary to the extent required by this Indenture. If a no such Indebtedness is outstanding, the Notes shall be required to be guaranteed in the future by the then-existing Subsidiary Guarantors and, additionally, any other Restricted Subsidiary that is a Wholly-Owned Subsidiary that is a Domestic Subsidiary and constitutes a Significant Subsidiary of the Issuer and each such Subsidiary will comply with the requirements of clauses (a) and (b) above. Notwithstanding any of the foregoing to the contrary, in no event will (i) any CFC, (ii) any direct or indirect Subsidiary of a CFC or (iii) any CFC Holdco be required to Guarantee the Notes unless any such entity guarantees the Senior Credit Facilities. The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not then otherwise required to be a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted to become a Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeGuarantor.

Additional Subsidiary Guarantees. If Upon the Partnership formation or acquisition of any of its newly Wholly Owned Restricted Subsidiaries acquires (including, for the avoidance of doubt, the Issuer’s Professional Services Affiliates) by the Issuer or creates another Guarantor that is not an Excluded Subsidiary, then in each case such Restricted Subsidiary after shall (i) execute and deliver to the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor Trustee and execute Collateral Agent a supplemental indenture in form reasonably satisfactory to the Trustee and the Collateral Agent pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, (ii) execute and deliver to the Trustee and Collateral Agent joinders or supplements, as applicable, to the Collateral Documents and the First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement), together with any other filings and agreements (subject to customary extension periods) required by the Collateral Documents to create or perfect the security interests of the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Notes in the Collateral of such Restricted Subsidiary and (iii) deliver to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel certifying that such supplemental indenture and joinders or supplements to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Collateral Documents and First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement) have been duly authorized, executed and delivered by such Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness and constitute legal, valid, binding and enforceable obligations of either of the Issuers or any other such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute be a Guarantor for all purposes of this Indenture, the Collateral Documents and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesthe First Lien Intercreditor Agreement (and, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingif applicable, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeJunior Lien Intercreditor Agreement).

Additional Subsidiary Guarantees. If the Partnership or If, after Issue Date, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that guarantees is not a Guarantor (the “New Guarantor”) guarantees, assumes or otherwise becomes an obligor with respect to any Indebtedness of either of the IssuersCompany or any Guarantor (the “Other Indebtedness”), then that newly acquired or created Restricted Subsidiary must become a Subsidiary the New Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 ten Business Days of the date on of the New Guarantor’s guarantee or assumption of the Other Indebtedness, execute and deliver to the Trustee a supplemental indenture pursuant to which it was acquired or created. If the New Guarantor shall become a Restricted Guarantor and guarantee the obligations of the Company under this Indenture and the Notes; provided that the foregoing shall not apply to any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is not then a Subsidiary Guarantor guarantees Indebtedness legal, valid and binding obligation of either such New Guarantor. Upon the release, termination or satisfaction of the Issuers New Guarantor’s Subsidiary Guarantee or any other Restricted Subsidiaryassumption of the Other Indebtedness, the New Guarantor’s Subsidiary Guarantee shall automatically be released and terminated. Upon request of the New Guarantor and compliance with the provisions of Section 11.04 hereof, the Trustee will provide written evidence of such release and termination. Notwithstanding anything to the contrary contained herein, no Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit be required to provide any Subsidiary Guarantee to the extent that, in the reasonable judgment of its Restricted Subsidiariesthe Company, directly the provision of such Subsidiary Guarantee would subject the Company or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for to any adverse tax consequence due to the guarantee application of Section 956 of the payment Internal Revenue Code of the Notes by such Restricted Subsidiary1986, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release byamended, or as a result of payment under, such guaranteeany successor thereto.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "NEW GUARANTOR") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either "OTHER INDEBTEDNESS"), then the New Guarantor shall, within ten business days of the Issuersdate of the New Guarantor's guarantee or assumption of the Other Indebtedness, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor execute and execute deliver to the Trustee a supplemental indenture satisfactory in the form of Exhibit C attached hereto pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee and deliver an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee within 10 Business Days may reasonably request. Upon the release, termination or satisfaction of the date on which it was acquired New Guarantor's guarantee or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either assumption of the Issuers or any other Restricted SubsidiaryOther Indebtedness, such Restricted the New Guarantor's Subsidiary Guarantee shall execute automatically be released and deliver a Guaranteeterminated. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Upon request of the payment of New Guarantor, the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor (including Noark and any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers, then that newly acquired Issuers or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days any Indebtedness of the date on which it was acquired Operating Company, or created. If a Restricted Subsidiary that is if the Operating Company or any other Subsidiary, if not then a Subsidiary Guarantor Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Restricted SubsidiarySubsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Restricted Subsidiary shall execute and deliver must become a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of Annex A hereto and delivering an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within 30 days of the payment of the Notes by such date on which it became a Restricted Subsidiary, which Guarantee shall be senior to Subsidiary or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednessguarantee was executed or such Indebtedness incurred, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtapplicable. Notwithstanding the foregoingpreceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary ’s Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeguarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with the Indenture.

Additional Subsidiary Guarantees. If the Partnership Casella or any of its Restricted Subsidiaries transfers, acquires or creates another Restricted Subsidiary (other than any Foreign Subsidiary) after the Issue Date date of this Indenture or transfers or causes to be transferred, in any one transaction or a series of related transactions, any assets in excess of $1,000 to any Restricted Subsidiary (other than a Foreign Subsidiary or the Captive Insurance Subsidiary) that guarantees is not a Guarantor, or designates any Indebtedness of either of the IssuersUnrestricted Subsidiary (other than a Foreign Subsidiary) as a Restricted Subsidiary, then that newly acquired acquired, created, capitalized or created designated Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 Business Days ten business days of the date on which it was acquired so acquired, created, capitalized or created. If designated: - execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of Xxxxxxx'x obligations under the Notes and this Indenture on the terms set forth in this Indenture and - deliver to the Trustee an Opinion of Counsel that is not then such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a Subsidiary Guarantor guarantees Indebtedness valid and legally binding and enforceable obligation of either of the Issuers or any other such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtthis Indenture. Notwithstanding the foregoingpreceding paragraph, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall will provide by its terms that it shall will be automatically and unconditionally released upon and discharged under the release or discharge circumstances set forth in Section 11.05. The form of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or Guarantee is attached hereto as a result of payment under, such guarantee.EXHIBIT E.

Additional Subsidiary Guarantees. If the Partnership Company or a Guarantor transfers or causes to be transferred, in one or a series of related transactions, property or assets (including, without limitation, businesses, divisions, real property, assets or equipment) having a fair market value (as determined in good faith by the Board of Directors of the Company evidenced by a resolution of the Board of Directors of the Company and set forth in an Officer's Certificate delivered to the Trustee no later than 10 business days following a request from the Trustee, which certificates will cover the 6 months preceding the date of request) exceeding the sum of $20 million in the aggregate for all such transfers after the date of this Indenture minus the fair market value of Restricted Subsidiaries acquired or created after the date of this Indenture that are not Guarantors (fair market value being determined as of the time of such acquisition) to Restricted Subsidiaries that are not Guarantors of the Notes, the Company, shall, or shall cause each of such Subsidiaries to which any amount exceeding such $20 million (less such fair market value) is transferred to: (i) execute and deliver to the Trustee a Supplemental Indenture in form and substance reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally Guarantee all of the Company's obligations under the Notes on the terms set forth in this Indenture, and (ii) deliver to the Trustee an Opinion of Counsel reasonably satisfactory to the Trustee that such Supplemental Indenture and Guarantee have been duly authorized, executed and delivered by and are valid and binding obligations of such Subsidiary or such Owner, as the case may be; provided, however, that the foregoing provisions shall not apply to transfers of property or assets (other than cash) by the Company or any Guarantor in exchange for cash, Cash Equivalents or Marketable Securities in an amount equal to the fair market value (as determined in good faith by the Board of Directors of the Company evidenced by resolution of the Board of Directors of the Company and set forth in an Officer's Certificate delivered to the Trustee no later than 10 business days following a request from the Trustee, which Certificate shall cover the 6 months preceding the date of request) of such property or assets. In addition, if (i) the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either or (ii) an Unrestricted Subsidiary of the Issuers, then that newly acquired or created Company is redesignated as a Restricted Subsidiary must become a or otherwise ceases to be Unrestricted Subsidiary, such Subsidiary Guarantor and shall execute a supplemental indenture satisfactory Supplemental Indenture and deliver an Opinion, each as required in the preceding sentence; provided that no Supplemental Indenture or Opinion shall be required if the fair market value (as determined in good faith by the Board of Directors of the Company and set forth in an Officer's Certificate delivered to the Trustee and deliver an Opinion no later than 10 business days following a request from the Trustee, which Certificate shall cover the 6 months preceding the date of Counsel request) of all such Restricted Subsidiaries created, acquired or designated since the date of this Indenture (fair market value being determined as of the time of creation, acquisition or designation) does not exceed the sum of $20 million in the aggregate minus the fair market value of the assets transferred to any Subsidiaries of the Company which do not execute Supplemental Indentures pursuant to the Trustee within 10 Business Days of preceding sentences; provided further that to the date on which it was acquired or created. If extent a Restricted Subsidiary that is not then subject to the terms of any instrument governing Acquired Debt, as in effect at the time of acquisition (except to the extent such indebtedness was incurred in connection with or in contemplation of such acquisition) which instrument or restriction prohibits such Restricted Subsidiary from issuing a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted SubsidiaryGuarantee, such Restricted Subsidiary shall not be required to execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, Supplemental Indenture until it is permitted to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless issue such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated pursuant to the guarantee terms of such Senior Debt to the same extent as the Notes are subordinated to such Senior Acquired Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Restricted Domestic Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted the Company shall cause such Domestic Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of on the date on which it was acquired or created. If created to become a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall and execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for in form and substance set forth in Exhibit E pursuant to which such Domestic Subsidiary shall guarantee, on a joint and several basis, the guarantee of the full and prompt payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes on a senior secured basis. In addition, if any of the Company’s Foreign Subsidiaries guarantees any Indebtedness of the Company or any Guarantor, then the Company shall cause such Foreign Subsidiary to simultaneously become a Guarantor and execute a supplemental indenture in form and substance set forth in Exhibit E pursuant to which such Foreign Subsidiary shall guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes on a senior secured basis. In addition, the Company shall cause such Subsidiary to become a party to the Collateral Documents and the Intercreditor Agreement and take such actions necessary or advisable (to the extent permitted by applicable law, rule or regulation) to grant to the Collateral Agent, for the benefit of itself and the Holders of the Notes, a perfected security interest in any Collateral (other than Excluded Assets) held by such Subsidiary, subject to Permitted Liens and the Intercreditor Agreement. The foregoing provisions shall not apply to Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Each Subsidiary 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 it relates to such Restricted Subsidiary, which Guarantee shall be senior voidable under applicable law relating to fraudulent conveyance or pari passu with such Restricted Subsidiary's guarantee fraudulent transfer or similar laws affecting the rights of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteecreditors generally.

Additional Subsidiary Guarantees. If If, as at the Partnership or any end of its Restricted the most recently completed Fiscal Quarter, (a) the aggregate consolidated revenues of all Immaterial Subsidiaries acquires or creates another Restricted Subsidiary exceeds 10% of the consolidated revenues of THI, the Borrower shall within 30 days after the Issue Date that guarantees any Indebtedness of either end of the IssuersFiscal Quarter designate, then by written notice to the Lenders, one or more Immaterial Subsidiaries to become Guarantors, to the extent necessary to ensure that the aggregate consolidated revenues of all Immaterial Subsidiaries that are not Guarantors represents less than 10% of the consolidated revenues of THI. or (b) a Subsidiary which was previously an Immaterial Subsidiary has become a Material Subsidiary, the Borrower shall, within 30 days of the end of such Fiscal Quarter, designate by written notice to the Administrative Agents such Subsidiary to become a Guarantor. The Borrower may, at any time prior to the Maturity Date, designate different Immaterial Subsidiaries to be Guarantors and revoke any designation of an Immaterial Subsidiary as a Guarantor, provided that no Default or Event of Default exists at the time of revocation and at all times the aggregate consolidated revenues of all Immaterial Subsidiaries that are not Guarantors shall represent less than 10% of the consolidated revenues of THI. Subject to the preceding sentence, nothing in this Section 5.10 shall prevent the Borrower from revoking the designation of an Immaterial Subsidiary as a Guarantor, even if such Immaterial Subsidiary was previously a Material Subsidiary. Notwithstanding any provision to the contrary in this Agreement or the other Loan Documents, the Advertising Entities and the FIN 46 Entities shall not be required to provide a guarantee. The Borrower will not designate any Immaterial Subsidiary as a new guarantor under the Senior Facilities unless the same Immaterial Subsidiary is designated as a new Guarantor under this Section 5.10. The Borrower shall designate any newly acquired Material Subsidiary as a Guarantor hereunder, and may revoke any designation of an Immaterial Subsidiary as a Guarantor in order to dispose of such Immaterial Subsidiary, provided that such acquisition or created Restricted disposition is otherwise in compliance herewith. No Subsidiary must become of THI other than a U.S. Subsidiary is required to provide directly or indirectly within the meaning of Section 956 of the Code, a Guarantee in respect of the obligations of THI hereunder. No U.S. Subsidiary (other than a U.S. Subsidiary of the Borrower) is required to provide a Guarantee in respect of the obligations of the Borrower hereunder. Any Canadian Subsidiary which is designated as a Guarantor at any time after the Effective Date shall enter into and deliver to the Lenders a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted substantially in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeform entered into by the Canadian Subsidiaries on the Effective Date.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "NEW GUARANTOR") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either "OTHER INDEBTEDNESS"), then the New Guarantor shall, within ten business days of the Issuersdate of the New Guarantor's guarantee or assumption of the Other Indebtedness, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor execute and execute deliver to the Trustee a supplemental indenture satisfactory in the form of Exhibit E attached hereto pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee and deliver an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee within 10 Business Days may reasonably request. Upon the release, termination or satisfaction of the date on which it was acquired New Guarantor's guarantee or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either assumption of the Issuers or any other Restricted SubsidiaryOther Indebtedness, such Restricted the New Guarantor's Subsidiary Guarantee shall execute automatically be released and deliver a Guaranteeterminated. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Upon request of the payment of New Guarantor, the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If If, as at the Partnership or any end of its Restricted the most recently completed Fiscal Quarter, (a) the aggregate consolidated revenues of all Immaterial Subsidiaries acquires or creates another Restricted Subsidiary exceeds 10% of the consolidated revenues of the Parent Borrower, the Parent Borrower shall within 30 days after the Issue Date end of such Fiscal Quarter designate, by written notice to the Administrative Agents, one or more Immaterial Subsidiaries to become Guarantors, to the extent necessary to ensure that guarantees any Indebtedness the aggregate consolidated revenues of either all Immaterial Subsidiaries that are not Guarantors represents less than 10% of the Issuersconsolidated revenues of the Parent Borrower, then or (b) a Subsidiary which was previously an Immaterial Subsidiary has become a Material Subsidiary, the Parent Borrower shall, within 30 days of the end of such Fiscal Quarter, designate by written notice to the Administrative Agents such Subsidiary to become a Guarantor. The Borrowers may, at any time prior to the Maturity Date, designate different Immaterial Subsidiaries to be Guarantors and revoke any designation of an Immaterial Subsidiary as a Guarantor, provided that no Default or Event of Default exists at the time of revocation and at all times the aggregate consolidated revenues of all Immaterial Subsidiaries that are not Guarantors shall represent less than 10% of the consolidated revenues of the Parent Borrower. Subject to the preceding sentence, nothing in this Section 5.10 shall prevent the Borrowers from revoking the designation of an Immaterial Subsidiary as a Guarantor, even if such Immaterial Subsidiary was previously a Material Subsidiary. Notwithstanding any provision to the contrary in this Agreement or the other Loan Documents, the Advertising Entities and the FIN 46 Entities shall not be required to provide a guarantee. The Borrowers shall designate any newly acquired Material Subsidiary as a Guarantor hereunder, and may revoke any designation of an Immaterial Subsidiary as a Guarantor in order to dispose of such Immaterial Subsidiary, provided that such acquisition or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory disposition is otherwise in compliance herewith. Subject to the Trustee and deliver an Opinion first sentence of Counsel this Section 5.10, no Subsidiary of Xxx Hortons Delaware Limited Partnership other than a U.S. Subsidiary is required to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesprovide, directly or indirectly, to guarantee or pledge any assets to secure indirectly within the payment meaning of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Section 956 of the payment Code, a Guarantee in respect of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee obligations of the Notes may be subordinated U.S. Borrower hereunder. For greater certainly, nothing in the immediately preceding sentence shall in any way affect any of the obligations of the Guarantors to deliver on the Restatement Effective Date the Guarantees set out in Schedule D. Any Canadian Subsidiary which is designated as a Guarantor at any time after the Restatement Effective Date shall enter into and deliver to the guarantee of such Senior Debt Canadian Administrative Agent a Subsidiary Guarantee substantially in the form entered into by the Canadian Subsidiaries on the Restatement Effective Date. Any U.S. Subsidiary which is designated as a Guarantor at any time after the Restatement Effective Date shall enter into and deliver to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any U.S. Administrative Agent a Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted substantially in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeform entered into by the U.S. Subsidiaries on the Restatement Effective Date.

Additional Subsidiary Guarantees. If the Partnership Casella or any of its Restricted Subsidiaries transfers, acquires or creates another Restricted Subsidiary (other than any Foreign Subsidiary or Insurance Subsidiary) after the Issue Date date of this Indenture or transfers or causes to be transferred, in any one transaction or a series of related transactions, any assets in excess of $1,000 to any Restricted Subsidiary (other than a Foreign Subsidiary or Insurance Subsidiary) that guarantees is not a Guarantor, or designates any Indebtedness of either Unrestricted Subsidiary (other than a Foreign Subsidiary or Insurance Subsidiary) as a Restricted Subsidiary, or any Restricted Subsidiary Guarantees the Senior Subordinated Notes or becomes a guarantor or borrower of the IssuersSenior Credit Facility, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 ten Business Days of the date on which it was acquired so acquired, created, capitalized or created. If designated (or within one Business Day of the date it Guarantees the Senior Subordinated Notes or becomes a guarantor or borrower of the Senior Credit Facility): · execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary that is not then shall unconditionally guarantee all of Xxxxxxx’x obligations under the Notes and this Indenture on the terms set forth in this Indenture; · execute and deliver a Subsidiary Guarantor guarantees Indebtedness joinder to the applicable Security Documents or new Security Documents and take all actions necessary to perfect the liens created thereunder (to the extent required by such Security Documents), all of either such Liens to be junior to the Liens in favor of the Issuers or any other holders of the First Lien Obligations and to be subject to the Intercreditor Agreement; and · deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Security Documents have been duly authorized, executed and delivered by such Restricted Subsidiary and constitute valid and legally binding and enforceable obligations of such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtthis Indenture. Notwithstanding the foregoingpreceding paragraph, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall will provide by its terms that it shall will be automatically and unconditionally released upon and discharged under the release or discharge circumstances set forth in Section 11.05. The form of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or Guarantee is attached hereto as a result of payment under, such guarantee.Exhibit E.

Additional Subsidiary Guarantees. If the Partnership or any of its entity (other than an Excluded Restricted Subsidiaries acquires or creates another Subsidiary) shall become a Restricted Subsidiary after the Issue Date that guarantees any Indebtedness date of either of the Issuersthis Indenture, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute a Subsidiary Guarantee and deliver a Guaranteean opinion of counsel with respect thereto, in accordance with the terms of this Indenture. The Partnership will No Restricted Subsidiary (including any Excluded Restricted Subsidiary) shall consolidate with or merge with or into (whether or not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers is the surviving Person), another Person (other than the Company) whether or not affiliated with such Restricted Subsidiary unless (a) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Restricted Subsidiary) assumes all the obligations of such Restricted Subsidiary under its Subsidiary Guarantee (except in the case of an Excluded Restricted Subsidiary) pursuant to a supplemental indenture providing for in form and substance reasonably satisfactory to the guarantee Trustee; (b) immediately after giving effect to such transaction, no Default or Event of the payment of the Notes by Default exists; and (c) such Restricted Subsidiary, which Guarantee shall or any Person formed by or surviving any such consolidation or merger, would be senior permitted to incur, immediately after giving effect to such transaction, at least $1.00 of additional Indebtedness pursuant to Section 4.09 hereof. In the event of (a) a sale or pari passu with such other disposition of all of the assets of any Restricted Subsidiary by way of merger, consolidation or otherwise, (b) a sale or other disposition of all of the capital stock of any Restricted Subsidiary's guarantee of , or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case (c) the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee designation of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide as an Unrestricted Subsidiary in accordance with the terms of Section 4.17, then such Subsidiary (in the event of a sale or other disposition, by its terms that it shall be automatically and unconditionally released upon the release way of such a merger, consolidation or discharge otherwise, of all of the guarantee which resulted in the creation capital stock of such Restricted Subsidiary's , or in the event of the designation of such Restricted Subsidiary as an Unrestricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Restricted Subsidiary) shall be released and relieved of any obligations under its Subsidiary Guarantee, except a discharge ; provided that the Net Proceeds of such sale or release by, or as a result other disposition are applied in accordance with the applicable provisions of payment under, such guaranteethis Indenture.

Additional Subsidiary Guarantees. If If, after the Partnership Issue Date, (i) the Company or any of its Restricted Subsidiaries acquires shall (A) transfer or creates another Restricted Subsidiary after the Issue Date that guarantees cause to be transferred, any Indebtedness assets, businesses, divisions, real property or equipment having a fair market or book value in excess of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory $1 million to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness or (B) make any Investment having an aggregate fair market or book value in excess of either $1 million in any Restricted Subsidiary that is 50 not a Subsidiary Guarantor, or (ii) any Restricted Subsidiary that is not a Subsidiary Guarantor (A) shall provide a guarantee under the Senior Credit Facility or (B) shall own any assets or properties having an aggregate fair market or book value in excess of $1 million, then the Issuers or any other Restricted Subsidiary, Company shall cause such Restricted Subsidiary shall (other than any Exempt Foreign Subsidiary) to execute and deliver a Guaranteesupplemental indenture to this Indenture, substantially in the form of Exhibit D hereto, agreeing to be bound by its terms applicable to a Subsidiary Guarantor and providing for a Subsidiary Guarantee of the Notes by such Restricted Subsidiary, in accordance with the terms of this Indenture. The Partnership will Company shall not permit any of its Restricted Subsidiaries, other than a Subsidiary Guarantor, directly or indirectly, to (i) incur, guarantee or secure through the granting of Liens the payment of any Indebtedness of the Company or (ii) pledge any assets intercompany notes representing obligations of any of its Restricted Subsidiaries to secure the payment of any other Indebtedness of either Issuer the Company, in each case, unless the Company shall cause such Restricted Subsidiary simultaneously executes and delivers to execute a supplemental indenture to this Indenture, substantially in the form of Exhibit D hereto, agreeing to be bound by its terms applicable to a Subsidiary Guarantor and providing for the guarantee of the payment a Subsidiary Guarantee of the Notes by such Restricted Subsidiary Guarantor, in accordance with the terms of this Indenture. Further, if after the Issue Date, the Company shall revoke the designation of any Exempt Foreign Subsidiary, which then the Company shall cause such subsidiary to execute a Subsidiary Guarantee shall be senior to or pari passu and deliver an Opinion of Counsel in accordance with such Restricted Subsidiary's guarantee the terms of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If Concurrently with the Partnership initial incurrence of any Debt by any Subsidiary of the Parent (as a direct obligor or guarantor) under the Revolving Credit Facility or under any extension, renewal or replacement of the Revolving Credit Facility (including without limitation by such Subsidiary becoming a guarantor under the Revolving Credit Facility or any of its Restricted Subsidiaries acquires such extension, renewal or creates another Restricted replacement), the Company will cause such Subsidiary after to execute and deliver to the Issue Date that guarantees any Indebtedness of either holders of the Issuers, then that newly acquired or created Restricted Subsidiary must become Notes a Subsidiary Guarantor Guarantee in the form hereinabove recited and execute will furnish each such holder with a supplemental indenture counterpart of such executed Subsidiary Guarantee, together with an opinion of King & Spalding or other counsel reasonably satisfactory to the Trustee and deliver an Opinion of Counsel Required Holders (which opinion shall be reasonably satisfactory to the Trustee within 10 Business Days of Required Holders and may be subject to customary exceptions, qualifications and limitations under the date on which it was acquired or created. If a Restricted circumstances) to the effect that such Subsidiary Guarantee has been duly authorized, executed and delivered by such Subsidiary and is valid, binding and enforceable in accordance with its terms; provided, however, that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership Company will not permit any of its Restricted Subsidiaries, directly Subsidiary to incur such Debt (as a direct obligor or indirectly, to guarantee or pledge any assets to secure guarantor) unless the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment holders of the Notes by shall have received assurances reasonably satisfactory to the Required Holders that, as between the lenders under the Revolving Credit Facility or such Restricted Subsidiaryextension, which renewal or replacement and the holders from time to time of the Notes, all Debt of such Subsidiary under the Revolving Credit Facility or such extension, renewal or replacement and under its respective Subsidiary Guarantee is and shall be senior (except to or the extent such Debt is secured) pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Debt of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by under its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date that guarantees Date, any Indebtedness of either Restricted Subsidiary of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary Company that is not then already a Subsidiary Guarantor (x) borrows any Indebtedness under the Credit Agreement or guarantees any Indebtedness of either of the Issuers or any other Restricted Subsidiary, Guarantors under the Credit Agreement or (y)(i) borrows any Indebtedness under any other Credit Facility or guarantees any Indebtedness of either of the Issuers or any other Guarantor under any other Credit Facility (other than the Notes) and (ii) the aggregate amount of Indebtedness borrowed or guaranteed by such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any under such other Credit Facility would exceed $10.0 million or the aggregate amount of its Restricted Subsidiaries, directly Indebtedness borrowed or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless guaranteed by such Restricted Subsidiary simultaneously executes and delivers under all such other Credit Facilities would exceed $25.0 million, in each case, after giving effect to such borrowing or guarantee, then that Subsidiary will become a Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of Exhibit D hereto and delivering it to the Trustee within 20 Business Days of the payment date on which it guaranteed or borrowed such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.06; provided, however, that the preceding shall not apply to Subsidiaries of the Notes by such Restricted Subsidiary, which Guarantee shall be senior Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtconstitute Unrestricted Subsidiaries. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall Section 4.13 will be automatically subject to the limitations and unconditionally released upon provisions, including the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guaranteeprovisions, except a discharge or release by, or as a result of payment under, such guaranteedescribed under Article Nine.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquire or create another Subsidiary after the date of this Indenture, then such newly acquired or created Subsidiary shall execute a supplemental indenture setting forth its Subsidiary Guarantee, together with such Collateral Documents as are necessary to create and convey to the Trustee or other Collateral Agent, for the Benefit of the Holders, a perfected first-priority Lien on all Collateral (subject to Permitted Liens) held by such Subsidiary, provided such Subsidiary shall have first obtained all approvals required, if any, by Gaming Authorities to execute the supplemental indenture and such Collateral Documents, and deliver an Opinion of Counsel, in accordance with the terms of this Indenture, except in either case for all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Upon any conversion of (i) Black Hawk Operating Company from an Unrestricted Subsidiary to a Restricted Subsidiary pursuant to the provisions of Section 4.09 hereof, or (ii) any other Unrestricted Subsidiary to a Restricted Subsidiary pursuant to the definition of "Unrestricted Subsidiary," the newly-created Restricted Subsidiary also be subject to the requirements of the preceding sentence; provided, that no such Subsidiary Guarantee shall be executed, and no such Lien shall be created or conveyed with respect to the Black Hawk Land or other real or personal property owned by Black Hawk Operating Company, if the execution, creation or conveyance thereof would violate or conflict with any law or the provisions of any Permitted Black Hawk Debt outstanding at the time of such conversion. In addition, if the Company or any of its Restricted Subsidiaries acquires or creates another Subsidiary (such Subsidiary, a "New Subsidiary") after the date of this Indenture, whether the New Subsidiary is a Restricted Subsidiary after or an Unrestricted Subsidiary, the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired Company or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a such Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness the owner of either Capital Stock of the Issuers or any other Restricted Subsidiary, such Restricted New Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted SubsidiariesPledge Agreement with respect to such Capital Stock, directly or indirectly, to guarantee or pledge any assets to secure in substantially the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for same form as the guarantee Pledge Agreements executed as of the payment date of the Notes by such Restricted Subsidiarythis Indenture, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated pledging to the guarantee Trustee or other Collateral Agent designated by the Trustee all of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide Capital Stock owned by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteepledgor.

Additional Subsidiary Guarantees. If Upon the Partnership satisfaction of all of the conditions for the release of the funds in the Escrow Account to the Company as provided under Section 9(a) of the Escrow and Security Agreement on or prior to the Escrow Break Date and the release of such proceeds from the Escrow Account to the Company, the Company shall cause each Domestic Subsidiary that guarantees, or is a borrower under, the Credit Agreement, or owns any of its Restricted Subsidiaries acquires the assets or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either operations of the IssuersResort Complex, then that newly acquired or created Restricted Subsidiary must become to execute a Subsidiary Guarantor Guarantee in the form attached as Exhibit E hereto and execute a supplemental indenture satisfactory to in the Trustee form attached as Exhibit F hereto and deliver an Opinion of Counsel to the Trustee to the effect that such supplemental indenture and Subsidiary Guarantee have been duly authorized, executed and delivered by that Domestic Subsidiary and constitute a valid and binding agreement or obligation of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions). Upon the satisfaction of all of the conditions for the release of the funds in the Escrow Account to the Company as provided under Section 9(a) of the Escrow and Security Agreement on or prior to the Escrow Break Date and the release of such proceeds from the Escrow Account to the Company, if (i) the Company or any of its Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture and such Subsidiary guarantees, or is a borrower under, the Credit Agreement, or owns any of the assets or operations of the Resort Complex or (ii) an existing Domestic Subsidiary becomes a guarantor of, or a borrower under, the Credit Agreement or owns any of the assets or operations of the Resort Complex, then the Company shall cause, within 10 Business Days of the date on which it was acquired guaranteed such indebtedness or created. If a Restricted becomes the owner of any of the assets or operations of the Resort Complex, such Domestic Subsidiary that is not then to execute a Subsidiary Guarantor guarantees Indebtedness of either of Guarantee in the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute form attached as Exhibit E hereto and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for in the guarantee form attached as Exhibit F hereto and deliver an Opinion of Counsel to the payment Trustee to the effect that such supplemental indenture and Subsidiary Guarantee have been duly authorized, executed and delivered by that Domestic Subsidiary and constitute a valid and binding agreement or obligation of the Notes by such Restricted that Domestic Subsidiary, which Guarantee shall be senior to or pari passu enforceable in accordance with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee(subject to customary exceptions).

Additional Subsidiary Guarantees. If the Partnership Casella or any of its Restricted Subsidiaries transfers, acquires or creates another Restricted Subsidiary (other than any Foreign Subsidiary) after the Issue Date date of this Indenture or transfers or causes to be transferred, in any one transaction or a series of related transactions, any assets in excess of $1,000 to any Restricted Subsidiary (other than a Foreign Subsidiary or the Captive Insurance Subsidiary) that guarantees is not a Guarantor, or designates any Indebtedness of either of the IssuersUnrestricted Subsidiary (other than a Foreign Subsidiary) as a Restricted Subsidiary, then that newly acquired acquired, created, capitalized or created designated Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 Business Days ten business days of the date on which it was acquired so acquired, created, capitalized or created. If designated: – execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of Xxxxxxx'x obligations under the Notes and this Indenture on the terms set forth in this Indenture and – deliver to the Trustee an Opinion of Counsel that is not then such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a Subsidiary Guarantor guarantees Indebtedness valid and legally binding and enforceable obligation of either of the Issuers or any other such Restricted Subsidiary, subject to customary exceptions. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtthis Indenture. Notwithstanding the foregoingpreceding paragraph, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall will provide by its terms that it shall will be automatically and unconditionally released upon and discharged under the release or discharge circumstances set forth in Section 11.05. The form of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or Guarantee is attached hereto as a result of payment under, such guarantee.EXHIBIT E.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the “New Guarantor”) guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either of the Issuers“Other Indebtedness”), then that newly acquired or created Restricted Subsidiary must become a Subsidiary the New Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 ten Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers New Guarantor’s guarantee or any other Restricted Subsidiaryassumption of the Other Indebtedness, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Trustee a supplemental indenture providing for pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the payment Company under this Indenture and the Notes; provided that the foregoing shall not apply to any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor. Upon the release, termination or satisfaction of the Notes by such Restricted SubsidiaryNew Guarantor’s Subsidiary Guarantee or assumption of the Other Indebtedness, which the New Guarantor’s Subsidiary Guarantee shall automatically be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee released and terminated. Upon request of the Notes may be subordinated to New Guarantor, the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other IndebtednessIndebtedness (and, unless if such other Indebtedness being guaranteed or secured is Senior Debta Subordinated Obligation or a Guarantor Subordinated Obligation, then such guarantee of or pledge to secure such other Indebtedness shall be expressly subordinated in which case the right of payment to such Restricted Subsidiary's Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior DebtNotes). Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership or any Each of its Parent’s Restricted Subsidiaries acquires or creates another Restricted Subsidiary (other than the Issuer and any Excluded Subsidiary) will initially Guarantee the Notes. If after the Issue Date (x) Parent, the Issuer or any Restricted Subsidiary forms, acquires or redesignates any Restricted Subsidiary that is not an Excluded Subsidiary, (y) any Restricted Subsidiary that was an Excluded Subsidiary ceases to be an Excluded Subsidiary or (z) any other Restricted Subsidiary guarantees any Indebtedness of either of the Issuersother indebtedness incurred pursuant to Section 4.10(b)(1) hereof, then that newly acquired or created such Restricted Subsidiary must shall (a) become a Subsidiary Guarantor and execute pursuant to a supplemental indenture satisfactory to this Indenture substantially in the form attached as Exhibit D hereto and execute and deliver joinders to the Trustee Intercreditor Agreement, any Junior Lien Intercreditor Agreement and deliver an Opinion of Counsel to the Trustee Notes Security Agreement and any other documents or instruments, in each case within 10 30 Business Days of the date on which it was acquired such Restricted Subsidiary first guarantees such Indebtedness and (b) within 60 days (or createdwith respect to mortgages 150 days (as such date may be adjusted to the extent any such actions are not or cannot be completed within such timeframe as a result of the occurrence of the COVID-19 or other pandemic (including without limitation, as a result of any notary services being unavailable) after the use of commercially reasonable efforts to do so or without undue burden or expense or risk to human health or such later date as the Bank Collateral Agent, if any, may have agreed to)) or such later date as the Bank Collateral Agent, if any, may have agreed to, create or perfect the security interests in favor of the Notes Collateral Agent for the benefit of the Secured Parties in the Collateral of such Subsidiary to the extent required by this Indenture. If Notwithstanding any of the foregoing to the contrary, in no event will (i) any CFC, (ii) any direct or indirect Subsidiary of a Restricted CFC or (iii) any CFC Holdco be required to Guarantee the Notes unless any such entity guarantees indebtedness incurred pursuant to Section 4.10(b)(1). Parent may elect, in its sole discretion, to cause any Subsidiary that is not then otherwise required to be a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted to become a Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior DebtGuarantor. Notwithstanding the foregoing, any Guarantee Opinions of a Restricted Counsel will not be required in connection with the addition of new Subsidiary that was incurred pursuant Guarantors or in connection with such Subsidiary Guarantors entering into the Notes Security Documents or to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted vest in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except Notes Collateral Agent a discharge or release by, or as a result of payment under, such guaranteeperfected security interest in after-acquired Collateral.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any domestic Restricted Subsidiary that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another domestic Restricted Subsidiary having total equity value in excess of $1.0 million, then such transferee or acquired or other Restricted Subsidiary shall (i) execute and deliver to the Trustee (x) a supplemental indenture pursuant to which such Restricted Subsidiary Guarantor guarantees Indebtedness of either shall unconditionally guarantee all of the Issuers or any other Company's Obligations under the Securities and this Indenture on the terms set forth in this Indenture and (y) unless the Collateral has been released in accordance with the provisions of the Security Documents, Security Documents pursuant to which such Restricted Subsidiary shall grant to the Collateral Agent for the benefit of the Trustee (on behalf of the Trustee and the Holders of the Securities) a Lien on all of its properties and assets of the type constituting the Collateral (on substantially the same terms as the Lien securing the Guarantees granted by the Guarantors on the Issue Date having the priority as set forth in the U.S. Security Agreement); (ii) execute a Guarantee; and (iii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture and Security Documents, if any, have been duly authorized, executed and delivered by such Restricted Subsidiary and constitute the legal, valid, binding and enforceable Obligations of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any Guarantor for all purposes of its Restricted Subsidiariesthis Indenture, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless until such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which is otherwise released from its Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, as provided in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership or any The Company shall cause each of its existing and future Restricted Subsidiaries acquires or creates another Restricted Subsidiary after that is a Domestic Subsidiary, other than USDS, Inc. and the Issue Date that guarantees any Indebtedness of either of the IssuersDiscontinued Domestic Subsidiaries, then that newly acquired or created Restricted Subsidiary must to become a Subsidiary Guarantor by executing and execute delivering to the Trustee (i) a supplemental indenture in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture (and, unless the Registration Rights Agreement has terminated prior to the date of such Supplemental Indenture, the Registration Rights Agreement) as a Subsidiary Guarantor and (ii) an Opinion of Counsel and Officers' Certificate to the effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid, binding and enforceable obligation of such Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the Trustee and deliver an Opinion provided that no opinion need be rendered concerning the enforceability of Counsel the Subsidiary Guarantee); provided, further that the Company shall cause each Discontinued Domestic Subsidiary to become a Subsidiary Guarantor by execution and delivery to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee pursuant to which such Discontinued Domestic Subsidiary shall assume all obligations of the payment of Subsidiary Guarantors under the Indenture, the Notes and the Registration Rights Agreement, such supplemental indenture to be executed and delivered by such Restricted Subsidiarythe Company, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednessthe Subsidiary Guarantors and each Discontinued Domestic Subsidiary no later than September 30, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated 2003 (except to the guarantee of extent such Senior Debt to Discontinued Domestic Subsidiary is sold by the same extent as the Notes are subordinated Company prior to such Senior Debtdate). Notwithstanding No supplemental indenture is required with respect to any Subsidiary Guarantor that has duly authorized, executed and delivered this Indenture on the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteedate hereof.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date date of this Indenture, any Domestic Subsidiary of the Company that is not already a Guarantor (including, without limitation, any Domestic Subsidiary acquired or created after the date of the indenture) guarantees any other Indebtedness in excess of a De Minimis Guaranteed Amount of either of the Issuers, then that newly acquired Issuers or created Restricted Subsidiary must become any Indebtedness of the Operating Company or a Subsidiary Guarantor and execute a supplemental indenture satisfactory to Guarantor, or the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is Operating Company, if not then a Subsidiary Guarantor Guarantor, guarantees any other Indebtedness of either of the Issuers or a Subsidiary Guarantor in excess of a De Minimis Guaranteed Amount or incurs any other Restricted SubsidiaryIndebtedness under any Credit Facility in excess of a De Minimis Guaranteed Amount, such Restricted then in either case that Subsidiary shall execute and deliver will become a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of Annex A hereto and delivering it to the Trustee within 180 days of the payment date on which it guaranteed or incurred such Indebtedness in excess of a De Minimis Guaranteed Amount, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that the preceding shall not apply to Subsidiaries of the Notes by such Restricted Subsidiary, which Guarantee shall be senior Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtconstitute Unrestricted Subsidiaries. Notwithstanding the foregoingpreceding, any Guarantee guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 as a result of a guarantee of any other Indebtedness in excess of a De Minimis Guaranteed Amount shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which that resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee’s guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If The Issuer will cause each Restricted Subsidiary that Guarantees any Indebtedness of the Partnership Issuer or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor Guarantors to execute and execute a supplemental indenture satisfactory deliver to the Trustee and deliver an Opinion of Counsel a Guarantee pursuant to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute will unconditionally Guarantee, on a joint and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesseveral basis, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes full and delivers a supplemental indenture providing for the guarantee of the prompt payment of the Notes by such Restricted Subsidiaryprincipal of, which Guarantee shall be premium, if any and interest on the Securities on a senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such subordinated basis and all other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtobligations under this Indenture. Notwithstanding the foregoing, in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of (1) each Credit Agreement and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries, then the Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it such Guarantor shall be automatically and unconditionally released upon or discharged; provided, that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its status as a Guarantor under Section 4.10 unless such Guarantor's obligations under such Indebtedness or Preferred Stock, as the release case may be, so incurred are satisfied in full and discharged or discharge are otherwise permitted under one of the guarantee which resulted in exceptions available at the creation time of such release to Restricted Subsidiaries under Section 4.10(b). Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary's Subsidiary Guarantee, except a discharge voidable under applicable law relating to fraudulent conveyance or release by, fraudulent transfer or as a result similar laws affecting the rights of payment under, such guaranteecreditors generally. Each Guarantee shall be released in accordance with Article Eleven.

Additional Subsidiary Guarantees. If If, after the Partnership or date of the indenture, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that is not already a Guarantor or an Issuer guarantees (or is a co-borrower, co-issuer or co-direct obligor of) any other Indebtedness of either of the Issuersany Issuer or Guarantor, then in either case that newly acquired or created Restricted Subsidiary must will become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory and delivering it to the Trustee and deliver an Opinion of Counsel to the Trustee trustee within 10 Business Days of the date on which it was acquired guaranteed or createdincurred such Indebtedness, as the case may be; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with the indenture for so long as they continue to constitute Unrestricted Subsidiaries. If In the event (a) the Priority Lien Debt is paid-off or otherwise discharged or the guaranty-related provisions thereunder are otherwise made materially less restrictive on the Issuers and Guarantors than the Priority Lien Documents as in effect on the date of the indenture, the indenture shall provide for customary guaranty-related provisions substantially consistent with those in effect under the Priority Lien Debt on the date of the indenture or (b) the Priority Lien Collateral Agent or holders of the Priority Lien Debt fail to require, fail to take any action to obtain or otherwise waive the right to receive a guaranty from a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either to the extent such guaranty would be required (or could be required upon reasonable request or otherwise) under the Priority Lien Documentation as in effect on the Issue Date, the collateral trustee, at the request of the Majority Holders, or the Majority Holders, will have the right to require the Issuers or any other Restricted Subsidiary, and Guarantors to take reasonable actions to cause such Restricted Subsidiary shall to execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee (if any) within 60 days of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee date of such Senior Debt to the same extent request (or such later date as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeMajority Holders may reasonably determine).

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "New Guarantor") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either of the Issuers"Other Indebtedness"), then that newly acquired or created Restricted Subsidiary must become a Subsidiary the New Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee shall, within 10 ten Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers New Guarantor's guarantee or any other Restricted Subsidiaryassumption of the Other Indebtedness, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Trustee a supplemental indenture providing for pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the payment Company under this Indenture and the Notes; provided that the foregoing shall not apply to any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor. Upon the release, termination or satisfaction of the Notes by such Restricted SubsidiaryNew Guarantor's Subsidiary Guarantee or assumption of the Other Indebtedness, which the New Guarantor's Subsidiary Guarantee shall automatically be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee released and terminated. Upon request of the Notes may be subordinated to New Guarantor, the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If The Issuer will cause each Restricted Subsidiary that guarantees, on the Partnership Issue Date or any time thereafter, the Senior Credit Facility or any other Indebtedness of its Restricted Subsidiaries acquires the Issuer or creates another any Guarantor to execute and deliver to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit C hereto, 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 in respect of the Notes on a senior basis and all other obligations under this Indenture. The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Restricted Subsidiary that becomes a Guarantor on or after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must will also become a Subsidiary Guarantor and execute a supplemental indenture satisfactory party to the Trustee Security Documents and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall will as promptly as practicable execute and deliver such security instruments, financing statements and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date as may be necessary to vest in the Collateral Agent a Guarantee. The Partnership will not permit any security interest that is pari passu in priority to the Senior Credit Facility and the Existing First Priority Notes (subject to Permitted Liens) in the manner and to the extent set forth in the Security Documents and this Indenture in properties and assets of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing type constituting Collateral as security for the guarantee Notes or the Guarantees, and thereupon all provisions of this Indenture relating to the payment of the Notes by such Restricted Subsidiary, which Guarantee Collateral shall be senior deemed to or pari passu with relate to such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt properties and assets to the same extent and with the same force and effect. Each Guarantee shall be released in accordance with the provisions of Section 10.06. Upon the release of any Subsidiary Guarantor from its Guarantee, the Liens granted by such Subsidiary Guarantor under the Security Documents will also be automatically released, and the Trustee, subject to Section 11.05(g), and the Collateral Agent will execute such documents confirming such release as the Notes are subordinated Issuer or such Subsidiary Guarantor may request (such documents to such Senior Debt. Notwithstanding be in form and substance reasonably satisfactory to the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant Person being requested to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon execute the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteesame).

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership Company will not permit any of its Restricted Subsidiaries, directly or indirectly, Subsidiary to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer the Company or any Indebtedness of a Guarantor unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the guarantee of the full and prompt payment of the principal of, premium, if any, and interest (including Registration Default Damages, if any) on the Notes by on a senior subordinated basis and all other obligations under this Indenture except that (A) if the Notes 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, which ’s Guarantee shall be senior with respect to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt substantially to the same extent as the Notes are or the applicable Subsidiary Guarantee, as the case may be, is subordinated to such Senior Debt. Notwithstanding Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the foregoingNotes or a Subsidiary Guarantee, any Guarantee of a such Restricted Subsidiary that was incurred pursuant with respect to this paragraph shall provide by its terms that it such Indebtedness shall be automatically subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the applicable Subsidiary Guarantee, as the case may be; (ii) such Restricted Subsidiary waives and unconditionally released upon will not in any manner whatsoever claim or take the release benefit or discharge advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the guarantee which resulted in 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 creation 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 a valid, binding and enforceable obligation of such Restricted Subsidiary's , 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 shall not be applicable to any Guarantee by any Restricted Subsidiary Guarantee, except (x) that (A) existed at the time such Person became a discharge or release byRestricted Subsidiary and (B) was not incurred in connection with, or as a result of payment underin contemplation of, such guaranteePerson becoming a Restricted Subsidiary, (y) that guarantees the payment of obligations of the Company or any Restricted Subsidiary under the Credit Agreement or (z) that is a Foreign Subsidiary and only guarantees Indebtedness of another Foreign Subsidiary. The obligations of a Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent its Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary shall, after the Issue Date that guarantees Date, acquire or create another Significant Subsidiary or if any Indebtedness of either of the Issuersother Restricted Subsidiary shall become such, then that newly acquired or created Restricted such Significant Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory in substantially the form of Exhibit E hereto and delivering it to the Trustee and deliver Trustee, together with a notation of Subsidiary Guarantee, an Opinion of Counsel and an Officers’ Certificate, in accordance with the terms of Section 10.02 of this Indenture; provided, however, that this requirement shall not apply to a Significant Subsidiary that is also a Foreign Subsidiary. If, after the Issue Date, any Restricted Subsidiary of the Company (including a Foreign Subsidiary) that is not already a Guarantor shall guarantee any other Indebtedness of the Company or any Indebtedness of a Domestic Subsidiary, then that Subsidiary shall become a Guarantor by executing a supplemental indenture in substantially the form of Exhibit E hereto and delivering it to the Trustee Trustee, together with a notation of Subsidiary Guarantee, an Opinion of Counsel and an Officers’ Certificate, in accordance with the terms of such Section10.02, within 10 ten Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, guaranteed such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it (other than a Significant Subsidiary) shall be automatically and unconditionally released released, as provided in Section 10.05 hereof, upon the release or discharge of its guarantee of all other Indebtedness of the guarantee which resulted in the creation Company or any of such Restricted Subsidiary's Subsidiary Guaranteeits Domestic Subsidiaries, except a release or discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "New Guarantor") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either "Other Indebtedness"), then the New Guarantor shall, within ten business days of the Issuersdate of the New Guarantor's guarantee or assumption of the Other Indebtedness, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor execute and execute deliver to the Trustee a supplemental indenture satisfactory in the form of Exhibit E attached hereto pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee and deliver an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee within 10 Business Days may reasonably request. Upon the release, termination or satisfaction of the date on which it was acquired New Guarantor's guarantee or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either assumption of the Issuers or any other Restricted SubsidiaryOther Indebtedness, such Restricted the New Guarantor's Subsidiary Guarantee shall execute automatically be released and deliver a Guaranteeterminated. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Upon request of the payment of New Guarantor, the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. Section 4.17 of the Indenture -------------------------------- is hereby amended in its entirety to read as set forth below: If the Partnership Company or any of its Restricted Subsidiaries acquires shall acquire or creates create another Restricted Guarantor Subsidiary after the Issue Date that guarantees date of this Indenture, or if any Indebtedness of either Subsidiary of the Issuers, Company becomes a Guarantor Subsidiary then that such newly acquired or created Restricted Guarantor Subsidiary must shall become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee Supplemental Indenture and deliver an Opinion of Counsel Counsel, in accordance with the terms of this Indenture; provided, that all Subsidiaries that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture (i) shall not be subject to the Trustee within 10 Business Days requirements of the date on which it was acquired or createdthis Section 4.17 and (ii) shall be released from all Obligations under any Subsidiary Guarantee, in each case for so long as they continue to constitute Unrestricted Subsidiaries. If a Restricted With respect to any Foreign Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and permitted under applicable law to deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the an unlimited Guarantee of the Notes may be subordinated to and all Senior Debt of the guarantee Company and its Subsidiaries or if the delivery of such a Guarantee would have significant adverse tax or accounting effects on such Foreign Subsidiary or the Company and its other Subsidiaries as determined in good faith by the Board of Directors ("Adverse Effects"), (i) the Company will use commercially reasonable and lawful efforts to overcome the restrictions imposed by applicable law on the delivery of such a Guarantee or the Adverse Effects caused by the delivery of such a Guarantee and (ii) if the delivery by a Foreign Subsidiary of an unlimited Guarantee of the Notes and Senior Debt of the Company and its Subsidiaries would not be permitted under applicable law or would have Adverse Effects but the delivery of a partial Guarantee would be permitted by applicable law and would not have Adverse Effects, the Company will, if first consented to in writing by the same extent agent and all appropriate lenders under the New Credit Facility and other holders of Senior Debt under Credit Facilities, cause such Foreign Subsidiary to deliver a partial Guarantee of the Notes and Senior Debt of the Company and its Subsidiaries (based on percentages of principal amount or such other methodology as the Notes are subordinated Board of Directors determines in good faith treats the Holders and holders of Senior Debt as similarly as practicable under the circumstances). With respect to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Foreign Subsidiary that was incurred pursuant is or becomes a Guarantor Subsidiary, the Company shall cause such Guarantor Subsidiary to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon become a Guarantor as described above as promptly as practicable under the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteecircumstances.

Additional Subsidiary Guarantees. If The Issuer will cause each Restricted Subsidiary that guarantees, on the Partnership Issue Date or any time thereafter, the Senior Credit Facility or any other Indebtedness of its Restricted Subsidiaries acquires the Issuer or creates another any Guarantor to execute and deliver to the Trustee a supplemental indenture to this Indenture, the form of which is attached as Exhibit C hereto, 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 in respect of the Notes on a senior basis and all other obligations under this Indenture. The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the Senior Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Restricted Subsidiary that becomes a Guarantor on or after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must will also become a Subsidiary Guarantor and execute a supplemental indenture satisfactory party to the Trustee Security Documents and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall will as promptly as practicable execute and deliver such security instruments, financing statements and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date as may be necessary to vest in the Collateral Agent a Guarantee. The Partnership will not permit any security interest that is pari passu in priority to the Senior Credit Facility, the Existing 2019 Notes and the Existing 2022 Notes (subject to Permitted Liens) in the manner and to the extent set forth in the Security Documents and this Indenture in properties and assets of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing type constituting Collateral as security for the guarantee Notes or the Guarantees, and thereupon all provisions of this Indenture relating to the payment of the Notes by such Restricted Subsidiary, which Guarantee Collateral shall be senior deemed to or pari passu with relate to such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt properties and assets to the same extent and with the same force and effect. Each Guarantee shall be released in accordance with the provisions of Section 10.06. Upon the release of any Subsidiary Guarantor from its Guarantee, the Liens granted by such Subsidiary Guarantor under the Security Documents will also be automatically released, and the Trustee, subject to Section 11.05(g), and the Collateral Agent will execute such documents confirming such release as the Notes are subordinated Issuer or such Subsidiary Guarantor may request (such documents to such Senior Debt. Notwithstanding be in form and substance reasonably satisfactory to the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant Person being requested to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon execute the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteesame).

Additional Subsidiary Guarantees. If any of the Partnership Issuer’s Restricted Subsidiaries (including, for the avoidance of doubt, Professional Services Affiliates) that is not a Guarantor guarantees or becomes otherwise obligated under a Credit Facility incurred under Section 4.09(b)(2) or any of its Restricted Subsidiaries acquires or creates another Capital Markets Indebtedness (including the 2025 Senior Notes and any Financing Notes) in an aggregate principal amount greater than $30.0 million incurred pursuant to Section 4.09, then in each case such Restricted Subsidiary after shall (i) execute and deliver to the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor Trustee and execute Collateral Agent a supplemental indenture in form reasonably satisfactory to the Trustee and the Collateral Agent pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, (ii) execute and deliver to the Trustee and Collateral Agent joinders or supplements, as applicable, to the Collateral Documents and the First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement), together with any other filings and agreements (subject to customary extension periods) required by the Collateral Documents to create or perfect the security interests of the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Notes in the Collateral of such Restricted Subsidiary and (iii) deliver to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel certifying that such supplemental indenture and joinders or supplements to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Collateral Documents and First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement) have been duly authorized, executed and delivered by such Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness and constitute legal, valid, binding and enforceable obligations of either of the Issuers or any other such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute be a Guarantor for all purposes of this Indenture, the Collateral Documents and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesthe First Lien Intercreditor Agreement (and, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingif applicable, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeJunior Lien Intercreditor Agreement).

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates causes to be transferred, in one transaction or a series of related transactions, any property aggregating more than $50,000 to any Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, or if the Company or any of its Subsidiaries shall organize, acquire or otherwise invest in another Restricted Subsidiary that is not a Foreign Subsidiary, then such transferee or acquired or other Subsidiary shall (a) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (b) deliver to the Trustee an Opinion of Counsel stating that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (ii) general principles of equity and the discretion of the court before which any proceeding therefor may be brought regardless of whether such enforcement is considered in a proceeding in equity or at law; provided, however, that any Subsidiary acquired on or after the Issue Date that guarantees which is prohibited from entering into a Guarantee pursuant to restrictions contained in any Indebtedness debt instrument or other agreement in existence at the time such Subsidiary was so acquired which was not entered into in anticipation or contemplation of either of the Issuers, then that newly acquired or created Restricted Subsidiary must such acquisition shall not be required to become a Subsidiary Guarantor so long as any such restriction is in existence and execute a supplemental indenture satisfactory to the Trustee extent of such restriction. After the execution and deliver an Opinion delivery of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted such supplemental indenture, such Subsidiary that is not then shall be a Subsidiary Guarantor guarantees Indebtedness for all purposes of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires shall, after the date of this Indenture, transfer or creates cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having any aggregate fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million to any Restricted Subsidiary (other than any Leasing Subsidiary) that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary after other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Issue Date that guarantees Board of Directors) in excess of $1.0 million, or (iii) if any Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness in excess of either of the Issuers$1.0 million, then that newly acquired the Company shall, at the time of such transfer, acquisition or created incurrence, cause such Restricted Subsidiary must that is the transferee of such transfer, is so acquired, or incurs such Indebtedness (if not then a Subsidiary Guarantor) to become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to Supplemental Indenture in the Trustee form attached hereto as Exhibit E and deliver an Opinion of Counsel to the Trustee within 10 Business Days to the effect that such Supplemental Indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a valid and binding obligation of such Subsidiary, enforceable against such Subsidiary in accordance with its terms (subject to customary exceptions); provided, that: (i) the Subsidiary Guarantee of such Subsidiary Guarantor may be subordinated to Senior Debt of such Subsidiary Guarantor; and (ii) such Restricted Subsidiary shall not be required to issue a Subsidiary Guarantee if such Restricted Subsidiary is a Foreign Subsidiary and such Foreign Subsidiary has not guaranteed and does not guarantee any other Indebtedness of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers Company or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Company that is not a Foreign Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary (other than a Foreign Subsidiary) that is not a Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness (other than a Foreign Subsidiary) in each case having total assets with a book value in excess of either of the Issuers$500,000, then that newly such transferee or acquired or created other Restricted Subsidiary must become (other than a Foreign Subsidiary) and, in the case of a transferee or acquired or other Restricted Subsidiary Guarantor (other than a Foreign Subsidiary) that does not have total assets with a book value in excess of $500,000, when such transferee or acquired or other Restricted Subsidiary (other than a Foreign Subsidiary) obtains assets with a book value in excess of $500,000, shall (i) execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary that is not then and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary(with customary exceptions). Thereafter, such Restricted Subsidiary shall execute and deliver be a GuaranteeGuarantor for all purposes of this Indenture. The Partnership will not Nothing in this covenant shall be construed to permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes Company to incur Indebtedness otherwise prohibited by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior DebtSection 4.12. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.ARTICLE FIVE

Additional Subsidiary Guarantees. If If, after the Partnership Date of this Indenture, (a) any Restricted Subsidiary that is not already a Guarantor guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Guarantor in excess of its Restricted Subsidiaries acquires the De Minimis Guaranteed Amount, or creates another Restricted Subsidiary after the Issue Date that guarantees (b) any Domestic Subsidiary, if not then a Guarantor, incurs or otherwise becomes an obligor with respect to any Indebtedness of either of under the IssuersCredit Agreement, then in either case that newly acquired or created Restricted Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to substantially in the Trustee form of Annex A hereto and deliver an Opinion of Counsel delivering it to the Trustee within 10 30 Business Days of the date on which it was acquired guaranteed or created. If a Restricted Subsidiary otherwise became an obligor with respect to such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that is the preceding shall not then a Subsidiary Guarantor guarantees Indebtedness of either apply to Subsidiaries of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall Section 4.13 may, at the election of the Company, provide by its terms that it shall be automatically and unconditionally released upon the release at such time as such Guarantor ceases both (x) to guarantee or discharge otherwise be an obligor with respect to any other Indebtedness of the guarantee which resulted Company or any other Guarantor in excess of the creation of such Restricted Subsidiary's Subsidiary Guarantee, De Minimis Guaranteed Amount (except a discharge or release by, or as a result of payment under, under any such other guarantee) and (y) to be an obligor with respect to any Indebtedness under the Credit Agreement. Each Subsidiary Guarantee shall also be released in accordance with Article 10.

Additional Subsidiary Guarantees. If If, after the Partnership or date of this Indenture, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that is not already a Subsidiary Guarantor guarantees any other Indebtedness of either of the IssuersIssuers or any Indebtedness of any Subsidiary Guarantor in excess of the De Minimis Guaranteed Amount, or any Domestic Subsidiary, if not then a Subsidiary Guarantor, incurs any Indebtedness under any of the Credit Facilities (other than incurrences by Xxxxx under the Xxxxx Credit Facility unless the Issuers or Guarantors guarantee or otherwise incur Indebtedness under the Xxxxx Credit Facility), then in either case that newly acquired or created Restricted Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to substantially in the Trustee form of Annex A hereto and deliver an Opinion of Counsel delivering it to the Trustee within 10 30 Business Days of the date on which it was acquired guaranteed or created. If a Restricted Subsidiary incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 8.6; provided, however, that is the preceding shall not then a Subsidiary Guarantor guarantees Indebtedness of either apply to Subsidiaries of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Subsidiary Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee which resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary's any other Subsidiary Guarantee, Guarantor (except a discharge or release by, or as a result of payment underunder any such other guarantee) and (y) if such Subsidiary Guarantor is a Domestic Subsidiary, such guaranteeto be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with Section 9 hereof.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date that Date, any other Subsidiary is a borrower under or guarantees the Senior Credit Facilities, the Existing Term Loan Credit Agreement, the Old Notes or any Indebtedness of either other indebtedness incurred pursuant to clause (1) of the Issuers, second paragraph of the covenant described above under the caption “Certain Covenants—Limitation on Incurrence of Indebtedness and Issuance of Disqualified Stock and Preferred Stock,” then that newly acquired or created Restricted such Subsidiary must (a) become a Subsidiary Guarantor pursuant to a supplemental indenture, and execute a supplemental indenture satisfactory and deliver joinders to the Trustee Intercreditor Agreements and deliver an Opinion of Counsel to the Trustee Notes Security Agreement and (b) within 10 Business Days the time periods permitted under the Security Documents, create or perfect the security interests in favor of the date on which it was acquired or createdNotes Collateral Agent for the benefit of the Secured Parties in the Collateral of such Subsidiary. If a Restricted no such Indebtedness is outstanding, the Notes will be required to be guaranteed in the future by the then-existing Subsidiary Guarantors and, additionally, any other Subsidiary that is not then a wholly owned Domestic Subsidiary Guarantor guarantees Indebtedness of either and constitutes a Significant Subsidiary of the Issuers Issuer and each such Subsidiary will comply with the requirements of clauses (a) and (b) above. Notwithstanding any of the foregoing to the contrary, in no event will (x) (i) any CFC, (ii) any direct or indirect Subsidiary of a CFC or (iii) any CFC Holdco or (y) any Broadcast License Subsidiary be required to Guarantee the Notes unless any such entity is a borrower under or guarantees the Senior Credit Facilities, the Existing Term Loan Credit Agreement, the Old Notes or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was indebtedness incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge clause (1) of the guarantee which resulted in second paragraph of the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guarantee.covenant described above under the caption “Certain Covenants—

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires shall acquire or creates create another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuersdate hereof, then that the Company shall cause such newly acquired or created Restricted Subsidiary must (at any time such Subsidiary has gross assets or stockholders' equity in excess of $50,000) to (i) become (by a Subsidiary supplemental indenture, executed and delivered to the Trustee in form satisfactory to the Trustee) a Guarantor and execute a supplemental indenture (ii) deliver to the Trustee, an Opinion of Counsel reasonably satisfactory to the Trustee that such supplemental indenture has been duly executed and deliver an Opinion of Counsel delivered; provided, however, that all Subsidiaries that have been properly designated as Unrestricted Subsidiaries in accordance with this Indenture shall not be subject to the Trustee within 10 Business Days preceding clause for so long as they continue to constitute Unrestricted Subsidiaries. In addition, (i) each of JBAK Canton Realty, Inc., a Massachusetts corporation ("JBAK Realty") and JBAK Holding, Inc., a Massachusetts corporation ("JBAK Holding"), will be required to become a Guarantor at such time, if any, as it is not prohibited from doing so under the terms of the date on Existing Indebtedness listed as item __ in Schedule I hereto or of any Permitted Refinancing Indebtedness, the net proceeds of which are used to refund, refinance or replace such Existing Indebtedness, (ii) JBAK Realty will be required to become a Guarantor at such time, if any, as it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either (A) engages in any business activity other than the ownership, operation and maintenance of the Issuers Canton Property and activities incidental thereto, (B) acquires or owns any material assets other Restricted Subsidiary, than the Canton Property and such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing incidental personal property as may be necessary for the guarantee operation of the payment Canton Property or (C) incurs any Indebtedness other than the Indebtedness referred to in the preceding clause (i) and (iii) JBAK Holding will be required to become a Guarantor at such time, if any, as it (A) engages in any business or activity other than the ownership of the Notes by such Restricted Subsidiarystock of JBAK Realty and activities incidental thereto, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case including the Guarantee management of the Notes may be subordinated to Canton Property, (B) acquires or owns any material asset other than the guarantee stock of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release byJBAK Realty, or as a result of payment under, such guarantee(C) incurs any Indebtedness.

Additional Subsidiary Guarantees. If the Partnership Company or any of its Restricted Subsidiaries acquires transfers or creates another Restricted Subsidiary after the Issue Date that guarantees causes to be transferred, in one transaction or a series of related transactions, any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory property to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a any Restricted Subsidiary that is not a Subsidiary Guarantor, or if the Company or any of its Restricted Subsidiaries shall organize, acquire or otherwise invest in or hold an Investment in another Restricted Subsidiary that causes the total consolidated assets owned by all Restricted Subsidiaries that are not Subsidiary Guarantors to exceed in the aggregate 1% of the total consolidated assets of the Company, then the Company shall cause one or more of such transferees or acquired or other Restricted Subsidiaries to become Subsidiary Guarantors to the extent necessary to cause the total consolidated assets owned by all Restricted Subsidiaries that are not Subsidiary Guarantors not to exceed in the aggregate 1% of the total consolidated assets of the Company. If required to become a Subsidiary Guarantor guarantees Indebtedness of either pursuant to the immediately preceding sentence, such transferee or acquired or other Restricted Subsidiary shall (a) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuers or any other Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (b) deliver to the Trustee an Opinion of Counsel stating that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute and deliver be a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing Guarantor for the guarantee all purposes of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeIndenture.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor (including Noark and any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers, then that newly acquired Issuers or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days any Indebtedness of the date on which it was acquired Operating Company, or created. If a Restricted Subsidiary that is if the Operating Company or any other Subsidiary, if not then a Subsidiary Guarantor Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Restricted SubsidiarySubsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Restricted Subsidiary shall execute and deliver must become a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of AnnexA hereto and delivering an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within 30 days of the payment of the Notes by such date on which it became a Restricted Subsidiary, which Guarantee shall be senior to Subsidiary or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednessguarantee was executed or such Indebtedness incurred, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtapplicable. Notwithstanding the foregoingpreceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary ’s Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeguarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with the Indenture.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date Date, any Restricted Subsidiary that is not already a Subsidiary Guarantor (including any newly-created or acquired Restricted Subsidiary) guarantees any other Indebtedness of either of the Issuers, then that newly acquired Issuers or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days any Indebtedness of the date on which it was acquired Operating Company or created. If a Restricted Subsidiary that is any other Subsidiary, or if the Operating Company or any other Subsidiary, if not then a Subsidiary Guarantor Guarantor, guarantees any other Indebtedness of either of the Issuers or any other Restricted SubsidiarySubsidiary or incurs any Indebtedness under any Credit Facility, then, in each such case, such Restricted Subsidiary shall execute and deliver must become a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers Guarantor by executing a supplemental indenture providing for substantially in the guarantee form of Annex A hereto and delivering an Opinion of Counsel to the Trustee pursuant to Section 7.02(b) within 30 days of the payment of the Notes by such date on which it became a Restricted Subsidiary, which Guarantee shall be senior to Subsidiary or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtednessguarantee was executed or such Indebtedness incurred, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debtapplicable. Notwithstanding the foregoingpreceding, (i) any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary ’s Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeguarantee and except if, at such time, such Restricted Subsidiary is then a guarantor under any other Indebtedness of the Issuers or another Subsidiary and (ii) any Guarantee of a Restricted Subsidiary shall be automatically released if such Restricted Subsidiary is designated an Unrestricted Subsidiary in accordance with the Indenture.

Additional Subsidiary Guarantees. If the Partnership Company or any Subsidiary Guarantor transfers or causes to be transferred, in one transaction or a series of related transactions, any property in a transaction or a series of transactions which has a value in excess of $250,000 to any Restricted Subsidiary that is not a Subsidiary Guarantor, or if the Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Wholly Owned Restricted Subsidiary organized under the laws of the United States or any State thereof or in the District of Columbia and having total assets with a book value in excess of $500,000, then such transferee or acquired or other Restricted Subsidiary shall (i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Notes and this Indenture on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary; provided, however, that any Restricted Subsidiary acquired on or after the Issue Date that guarantees which is prohibited from entering into a guarantee pursuant to restrictions contained in any Indebtedness of either of debt instrument or other agreement in existence at the Issuers, then that newly acquired or created time such Restricted Subsidiary must was so acquired which was not entered into in anticipation or contemplation of such acquisition shall not be required to become a Subsidiary Guarantor so long as any such restriction is in existence and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion extent of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or createdsuch restriction. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted SubsidiaryThereafter, such Restricted Subsidiary shall execute and deliver be a GuaranteeSubsidiary Guarantor for all purposes of this Indenture. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeSection 4.19.

Additional Subsidiary Guarantees. If the Partnership Company or any Subsidiary transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Domestic Subsidiary that is not a Guarantor having total assets (after giving effect to such transfer) with a book value in excess of $500,000, or if the Company or any of its Restricted Subsidiaries acquires shall organize, acquire or creates otherwise invest in another Restricted Domestic Subsidiary after the Issue Date that guarantees any Indebtedness having total assets with a book value in excess of either of the Issuers$500,000, then that newly acquired or created Restricted such Domestic Subsidiary must become a Subsidiary Guarantor shall: execute and execute deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; and deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Subsidiary. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture; provided, however, that (i) if such Subsidiary is a Non-Guarantor Subsidiary, it shall not be required to be a - 103 - Guarantor hereunder and (ii) to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary extent that is not then a Subsidiary Guarantor guarantees Indebtedness is subject to any instrument governing Acquired Debt, as in effect at the time of either of the Issuers or any other Restricted Subsidiaryacquisition thereof, that prohibits such Subsidiary from issuing a Guarantee, such Restricted Subsidiary shall not be required to execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for until it is permitted to issue such Guarantee pursuant to the terms of such Acquired Debt; provided, further, however, that notwithstanding the above proviso, if any such Subsidiary, other than a Non-Guarantor Subsidiary, incurs Indebtedness under or guarantees the Senior Credit Facility, then such Subsidiary or Non-Guarantor Subsidiary will guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteewell.

Additional Subsidiary Guarantees. If If, after the Partnership or date of this Indenture, any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after of the Issue Date Company that is not already a Guarantor guarantees any other Indebtedness of either of the IssuersIssuers or any Indebtedness of any Guarantor in excess of the De Minimis Guaranteed Amount, or any Domestic Subsidiary, if not then a Guarantor, incurs any Indebtedness under any of the Credit Facilities (other than incurrences by Xxxxx under the Xxxxx Credit Facility unless the Issuers or Guarantors guarantee or otherwise incur Indebtedness under the Xxxxx Credit Facility), then in either case that newly acquired or created Restricted Subsidiary must shall become a Subsidiary Guarantor and execute by executing a supplemental indenture satisfactory to substantially in the Trustee form of Annex A hereto and deliver an Opinion of Counsel delivering it to the Trustee within 10 30 Business Days of the date on which it was acquired guaranteed or created. If a Restricted Subsidiary incurred such Indebtedness, as the case may be, together with any Officers’ Certificate or Opinion of Counsel required by Section 9.06; provided, however, that is the preceding shall not then a Subsidiary Guarantor guarantees Indebtedness of either apply to Subsidiaries of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingpreceding, any Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph Section 4.13 shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge at such time as such Guarantor ceases both (x) to guarantee any other Indebtedness of either of the guarantee which resulted in the creation Issuers and any Indebtedness of such Restricted Subsidiary's Subsidiary Guarantee, any other Guarantor (except a discharge or release by, or as a result of payment underunder any such other guarantee) and (y) if such Guarantor is a Domestic Subsidiary, such guaranteeto be an obligor with respect to any Indebtedness under any Credit Facility. Each Subsidiary Guarantee shall also be released in accordance with ARTICLE 10.

Additional Subsidiary Guarantees. If The Company shall cause any Domestic Subsidiary of the Partnership Company which incurs, has outstanding or guarantees any Indebtedness to, simultaneously with such incurrence or guarantee (or, if such Domestic Subsidiary has outstanding or guarantees Indebtedness at the time of its creation or acquisition, at the time of such creation or acquisition), become a Guarantor and execute and deliver to the Trustee a supplemental indenture, in form and substance reasonably satisfactory to the Trustee, pursuant to which such Subsidiary will agree to guarantee the Company’s obligations under the Notes; provided, however, that (i) no Lexus Dealership Subsidiary or Toyota Dealership Subsidiary shall be required to comply with this covenant unless such Subsidiary guarantees, assumes or otherwise agrees to become liable for any Indebtedness of the Company or any of its Restricted the Company’s Subsidiaries acquires (other than a Lexus Dealership Subsidiary or creates another Restricted Subsidiary after the Issue Date that guarantees any Toyota Dealership Subsidiary), other than Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of in existence on the date hereof (or committed to by lenders under Credit Facilities in existence on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debtdate hereof), in which case the Guarantee such Subsidiary shall, concurrently with its execution and delivery of the Notes may be subordinated guarantee, agreement or instrument pursuant to which such Subsidiary guarantees, assumes or otherwise agrees to become liable for such Indebtedness (or upon the guarantee acquisition by the Company of such Senior Debt Subsidiary if such Subsidiary has entered into such a guarantee or other agreement prior to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of its becoming a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted Company), become a Guarantor and (ii) all Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture, for so long as they continue to constitute Unrestricted Subsidiaries, will not have to comply with the creation requirements of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteethis Section 4.17.

Additional Subsidiary Guarantees. If any Restricted Subsidiary of the Partnership Company that is not a Guarantor (the "New Guarantor") guarantees, assumes or in any other manner becomes liable with respect to Indebtedness of the Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after Guarantor (the Issue Date that guarantees any Indebtedness of either "Other Indebtedness"), then the New Guarantor shall, within ten business days of the Issuersdate of the New Guarantor's guarantee or assumption of the Other Indebtedness, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor execute and execute deliver to the Trustee a supplemental indenture satisfactory pursuant to which the New Guarantor shall become a Guarantor and guarantee the obligations of the Company under this Indenture and the Notes; provided that the foregoing shall not apply to any Subsidiary that has properly been designated as an Unrestricted Subsidiary in accordance with this Indenture. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee and deliver an Opinion of Counsel and an Officers' Certificate to the Trustee within 10 Business Days effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other 77 similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor's Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor. Upon the release, termination or satisfaction of the date on which it was acquired New Guarantor's Subsidiary Guarantee or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either assumption of the Issuers or any other Restricted SubsidiaryOther Indebtedness, such Restricted the New Guarantor's Subsidiary Guarantee shall execute automatically be released and deliver a Guaranteeterminated. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Upon request of the payment of New Guarantor, the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee Trustee will provide written evidence of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically release and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteetermination.

Additional Subsidiary Guarantees. If the Partnership or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary If, after the Issue Date that any other Subsidiary is a borrower under or guarantees the Senior Credit Facilities, the Existing Term Loan Credit Agreement, the Old Notes or any other Indebtedness of either of the Issuersincurred pursuant to Section 4.10(b)(1) hereof, then that newly acquired or created Restricted such Subsidiary must shall (a) become a Subsidiary Guarantor and execute pursuant to a supplemental indenture satisfactory to this Indenture substantially in the form attached as Exhibit D hereto and execute and deliver joinders to the Trustee Intercreditor Agreements and deliver an Opinion the Guarantee and Collateral Agreement and (b) within the time periods permitted under the Security Documents, create or perfect the security interests in favor of Counsel the Notes Collateral Agent for the benefit of the Secured Parties in the Collateral of such Subsidiary to the Trustee within 10 Business Days extent required by this Indenture. If no such Indebtedness is outstanding, the Notes shall be required to be guaranteed in the future by the then-existing Subsidiary Guarantors and, additionally, any other Subsidiary that is a Wholly-Owned Subsidiary that is a Domestic Subsidiary and constitutes a Significant Subsidiary of the date on which it was acquired Issuer and each such Subsidiary will comply with the requirements of clauses (a) and (b) above. Notwithstanding any of the foregoing to the contrary, in no event will (x)(i) any CFC, (ii) any direct or createdindirect Subsidiary of a CFC or (iii) any CFC Holdco or (y) any Broadcast License Subsidiary be required to Guarantee the Notes unless any such entity is a borrower under or guarantees the Senior Credit Facilities, the Existing Term Loan Credit Agreement, the Old Notes or any other Indebtedness incurred pursuant to Section 4.10(b)(1). If a Restricted The Issuer may elect, in its sole discretion, to cause any Subsidiary that is not then otherwise required to be a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted to become a Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeGuarantor.

Additional Subsidiary Guarantees. If after the Partnership Issue Date the Parent Company or any of its Restricted Subsidiaries Subsidiary acquires or creates another Restricted North American Subsidiary after (x) that is not the Issue Date that guarantees Company or an Excluded Subsidiary (or, if any Indebtedness of either of such North American Subsidiary ceases to constitute an Excluded Subsidiary) and (y) which Guarantees the IssuersABL Obligations then outstanding, then that newly acquired or created Restricted North American Subsidiary (or North American Subsidiary that ceases to constitute an Excluded Subsidiary) must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory joinder agreement to this Note Purchase Agreement and the Intercreditor Agreements substantially in the form attached hereto as Exhibit B (the “Guaranty Joinder Agreement”) contemporaneously with the joinder agreement to the Trustee other agreements in connection with the ABL Facility. Upon execution and deliver delivery by the Collateral Agent and any Person of a Guaranty Joinder Agreement, such Person shall become a Guarantor hereunder with the same force and effect as if originally named as a Guarantor herein and each Intercreditor Agreement. The execution and delivery of any such Guaranty Joinder Agreement shall not require the consent of any other Guarantor hereunder or under each Intercreditor Agreement. The rights and obligations of each Guarantor hereunder and under each Intercreditor Agreement shall remain in full force and effect notwithstanding the addition of any new Guarantor as a party to this Note Purchase Agreement or each Intercreditor Agreement. Additionally, any such additional Guarantor shall enter into a joinder agreement to the applicable Security Documents and take all actions required by such Security Documents or advisable in the opinion of the Company, as set forth in an Officers’ Certificate accompanied by an Opinion of Counsel to the Company delivered to the Trustee within 10 Business Days and the Noteholders, to cause the Notes Priority Liens created by the Security Documents to be duly perfected to the extent required by such agreements in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or formation of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary applicable Guarantor guarantees Indebtedness and in any event, consistent in form and substance with any joinder agreements to the security documents under the ABL Facility (other than any changes to reflect the differing lien priorities and subject to the last paragraph of either Section 3.01 of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeSecurity Agreement).

Additional Subsidiary Guarantees. If Upon the Partnership formation or acquisition of any new Wholly Owned Restricted Subsidiaries (including, for the avoidance of doubt, Professional Services Affiliates) by the Issuer or any of its Restricted Subsidiaries acquires or creates another Guarantor that is not an Excluded Subsidiary, then in each case such Restricted Subsidiary after shall (i) execute and deliver to the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor Trustee and execute Collateral Agent a supplemental indenture in form reasonably satisfactory to the Trustee and the Collateral Agent pursuant to which such Restricted Subsidiary shall unconditionally guarantee all of the Issuer’s obligations under the Notes and this Indenture on the terms set forth in this Indenture, (ii) execute and deliver to the Trustee and Collateral Agent joinders or supplements, as applicable, to the Collateral Documents and the First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement), together with any other filings and agreements (subject to customary extension periods) required by the Collateral Documents to create or perfect the security interests of the Collateral Agent for its benefit and for the benefit of the Trustee and the holders of the Notes in the Collateral of such Restricted Subsidiary and (iii) deliver to the Trustee and the Collateral Agent an Officers’ Certificate and an Opinion of Counsel certifying that such supplemental indenture and joinders or supplements to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Collateral Documents and First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement) have been duly authorized, executed and delivered by such Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness and constitute legal, valid, binding and enforceable obligations of either of the Issuers or any other such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall execute be a Guarantor for all purposes of this Indenture, the Collateral Documents and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesthe First Lien Intercreditor Agreement (and, directly or indirectly, to guarantee or pledge any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoingif applicable, any Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeJunior Lien Intercreditor Agreement).

Additional Subsidiary Guarantees. If In the Partnership or event that any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary after the Issue Date that guarantees any Indebtedness of either of the Issuers, then that newly acquired or created Restricted Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If a Restricted Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee or pledge guarantees any assets to secure the payment of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee of the payment of Company other than the Notes by (the "Other Indebtedness"), the Company shall cause such Restricted SubsidiarySubsidiary (an "Additional Guarantor") to concurrently guarantee (an "Additional Guarantee") the Company's Obligations under this Indenture and the Notes to the same extent that such Subsidiary guaranteed the Company's Obligations under the Other Indebtedness (including waiver of subrogation, which if any); provided that if such Other Indebtedness is (i) Senior Indebtedness, the Additional Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee subordinated in right of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee of the Notes may be subordinated payment to the guarantee of such Senior Debt to Other Indebtedness on the same extent as basis that the Notes are subordinated to such Senior Debt. Notwithstanding Other Indebtedness, (ii) pari passu Indebtedness, the foregoingAdditional Guarantee shall be pari passu in right of payment to the guarantee of such Other Indebtedness, any or (iii) subordinated Indebtedness, the Additional Guarantee shall be senior in right of a Restricted Subsidiary payment with respect to the guarantee of the Other Indebtedness; provided, however, that was incurred pursuant to this paragraph shall provide by its terms that it shall each Additional Guarantor will be automatically and unconditionally released and discharged from its obligations under such Additional Guarantee upon the release or discharge of the guarantee which of the Other Indebtedness that resulted in the creation of such Restricted Subsidiary's Subsidiary Additional Guarantee, except (i) a discharge or release by, or as a result of, any payment under the guarantee of payment under, such guarantee.Other Indebtedness by such Additional Guarantor or (ii) a discharge or release of an initial Guarantee. ARTICLE FIVE

Additional Subsidiary Guarantees. If If, as at the Partnership or any end of its Restricted the most recently completed Fiscal Quarter, (a) the aggregate consolidated revenues of all Immaterial Subsidiaries acquires or creates another Restricted Subsidiary exceeds 10% of the consolidated revenues of the U.S. Borrower, the U.S. Borrower shall within 30 days after the Issue Date end of such Fiscal Quarter designate, by written notice to the Administrative Agents, one or more Immaterial Subsidiaries to become Guarantors, to the extent necessary to ensure that guarantees any Indebtedness the aggregate consolidated revenues of either all Immaterial Subsidiaries that are not Guarantors represents less than 10% of the Issuersconsolidated revenues of the U.S. Borrower, then or (b) a Subsidiary which was previously an Immaterial Subsidiary has become a Material Subsidiary, the U.S. Borrower shall, within 30 days of the end of such Fiscal Quarter, designate by written notice to the Administrative Agents such Subsidiary to become a Guarantor. The Borrowers may, at any time prior to the Maturity Date, designate different Immaterial Subsidiaries to be Guarantors and revoke any designation of an Immaterial Subsidiary as a Guarantor, provided that no Default or Event of Default exists at the time of revocation and at all times the aggregate consolidated revenues of all Immaterial Subsidiaries that are not Guarantors shall represent less than 10% of the consolidated revenues of the U.S. Borrower. Subject to the preceding sentence, nothing in this Section 5.10 shall prevent the Borrowers from revoking the designation of an Immaterial Subsidiary as a Guarantor, even if such Immaterial Subsidiary was previously a Material Subsidiary. Notwithstanding any provision to the contrary in this Agreement or the other Loan Documents, the Advertising Entities and the FIN 46 Entities shall not be required to provide a guarantee. The Borrowers will not designate any Immaterial Subsidiary as a new guarantor under the Bridge Loan Agreement unless the same Immaterial Subsidiary is designated as a new Guarantor under this Section 5.10. The Borrowers shall designate any newly acquired Material Subsidiary as a Guarantor hereunder, and may revoke any designation of an Immaterial Subsidiary as a Guarantor in order to dispose of such Immaterial Subsidiary, provided that such acquisition or created Restricted disposition is otherwise in compliance herewith. No Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 10 Business Days of the date on which it was acquired or created. If U.S. Borrower other than a Restricted U.S. Subsidiary that is not then a Subsidiary Guarantor guarantees Indebtedness of either of the Issuers or any other Restricted Subsidiary, such Restricted Subsidiary shall execute and deliver a Guarantee. The Partnership will not permit any of its Restricted Subsidiariesrequired to provide, directly or indirectly, to guarantee or pledge any assets to secure indirectly within the payment meaning of any other Indebtedness of either Issuer unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture providing for the guarantee Section 956 of the payment Code, a Guarantee in respect of the Notes by such Restricted Subsidiary, which Guarantee shall be senior to or pari passu with such Restricted Subsidiary's guarantee of or pledge to secure such other Indebtedness, unless such other Indebtedness is Senior Debt, in which case the Guarantee obligations of the Notes may be subordinated U.S. Borrower hereunder. No U.S. Subsidiary (other than a U.S. Subsidiary of the Canadian Borrower) is required to provide a Guarantee in respect of the obligations of the Canadian Borrower. Any Canadian Subsidiary which is designated as a Guarantor at any time after the Effective Date shall enter into and deliver to the guarantee of such Senior Debt Canadian Administrative Agent a Subsidiary Guarantee substantially in the form entered into by the Canadian Subsidiaries on the Effective Date. Any U.S. Subsidiary which is designated as a Guarantor at any time after the Effective Date shall enter into and deliver to the same extent as the Notes are subordinated to such Senior Debt. Notwithstanding the foregoing, any U.S. Administrative Agent a Subsidiary Guarantee of a Restricted Subsidiary that was incurred pursuant to this paragraph shall provide by its terms that it shall be automatically and unconditionally released upon the release or discharge of the guarantee which resulted substantially in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as a result of payment under, such guaranteeform entered into by the U.S. Subsidiaries on the Effective Date.