Common use of Additional Guarantors Clause in Contracts

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Prior to the inclusion of a Property as an Unencumbered Property hereunder the Borrower shall: (i) notify the Administrative Agent in writing of any Required Subsidiary Guarantor that is not at such time a Guarantor (each Material such Subsidiary being referred to hereinafter as a “Proposed Subsidiary Guarantor”); (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Proposed Subsidiary Guarantor; and (iii) provide the Administrative Agent and each Lender with all documentation and other than Excluded Subsidiariesinformation concerning each Proposed Subsidiary Guarantor that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act; (iv) if requested by the Administrative Agent, deliver to the Administrative Agent the items referenced in Section 4.01(a)(iii), (iv) and (iivi) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to each Proposed Subsidiary Guarantor; (v) if requested by the relevant SubsidiaryAdministrative Agent, deliver to the Administrative Agent a favorable opinion of counsel, which counsel shall be reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent and each Lender, as to such matters concerning the Proposed Subsidiary Guarantor and the Loan Documents as the Administrative Agent may reasonably request; and (vi) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded cause each Proposed Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, Guarantor to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above under this Agreement by executing and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver delivering to the Trustee Administrative Agent a supplemental indenture joinder agreement in substantially the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to of Exhibit G or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in document as the case of this Section 4.21 (a)(ii)Administrative Agent shall deem appropriate for such purpose. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything to the contrary contained in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (orAgreement, in the case event that the results of a Restricted Subsidiary that is a partnership, directors any such “know your customer” or shareholders of similar investigation conducted by the partners of such partnership); (3) Administrative Agent or any cost, expense, liability or obligation (including Lender with respect to any Taxes) other than reasonable out-of-pocket expenses Proposed Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection witheach Lender, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) canSubsidiary shall not be avoided through measures reasonably available permitted to become a Guarantor, and for the Issuer avoidance of doubt no Property owned or ground leased, directly or indirectly, by such Restricted Subsidiary; or (4) such Restricted Proposed Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (Guarantor shall be included as an Unencumbered Property, in each case, other than Indebtedness Incurred to provide all or any portion case without the prior written consent of the funds utilized to consummate Administrative Agent and the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessRequired Lenders. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause (i) To the extent not a party to this Indenture on the date hereof, each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to shall execute and deliver to the Trustee a supplemental indenture substantially in the form attached to this Indenture of Exhibit E hereto, pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 it shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (supplemental indenture, such New Guarantor shall deliver to the extent action Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is required by it) shall take all necessary actions requested by the Issuer to effectuate any release a valid and legally binding obligation of a Note Guarantee such New Guarantor, enforceable against such New Guarantor in accordance with these provisionsits terms, subject to customary protections limitations, qualifications, exceptions and indemnifications. (e) [Reserved]. (f) Each additional Note assumptions. The Notes Guarantee will of any Guarantor shall be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights evidenced solely by its execution and delivery of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary this Indenture (or, in the case of a Restricted Subsidiary that is a partnershipany New Guarantor, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees that its Notes Guarantee set forth in Section 11.01 shall be and remain in full force and effect notwithstanding any failure to endorse on any Note a notation of such Notes Guarantee. The delivery of any Note by the form attached to Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guaranteeon behalf of each of the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, which Note the Notes Guarantee will shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessvalid nevertheless.

Additional Guarantors. (a) The Issuer will cause (i) each Material If, after the Issue Date, a Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, Carnival plc (other than (solely any Subsidiary Guarantor) becomes an issuer, borrower, obligor or guarantor with respect to (i) the relevant SubsidiaryExisting First-Priority Secured Notes or (ii) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary other indebtedness for money borrowed of the Issuer, Carnival plc or any Subsidiary Guarantor of the Notes having, in each case under this Section 4.21(a)(ii) case, an aggregate principal amount in an amount greater than excess of $50 250.0 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, then the Issuer may elect, in its sole discretion, to shall cause any such Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor by causing such Subsidiary to execute a Supplemental Indenture and to deliver it to the Trustee within 20 Business Days of the date on which it becomes an issuer, borrower, obligor or guarantor under the Existing First-Priority Secured Notes or such Note Guarantee may other indebtedness; provided that the Issuer shall not be released at any time in required to cause a Subsidiary to become a Guarantor if such Subsidiary would not be required to provide a guarantee under the Issuer’s, Carnival plc’s sole discretionor any Subsidiary Guarantor’s Capital Markets Indebtedness. The Trustee (Issuer shall cause any such Subsidiary to provide such information to the extent action Trustee as is required by it) shall take all necessary actions reasonably requested by the Issuer Trustee in order to effectuate any release of a Note Guarantee in accordance with these provisions, subject complete the Trustee’s know-your-customer review process to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) its reasonable satisfaction. Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded a Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee guarantee the Notes to the extent and for so long as the Incurrence of that such Guarantee could by such Subsidiary would reasonably be expected to give rise to or result in: in (1) any violation of applicable law or regulation; (2x) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary Subsidiary, (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3y) any violation of applicable law that cannot be prevented or otherwise avoided through measures reasonably available to the Issuer or such Subsidiary or (z) any significant cost, expense, liability or obligation (including with respect to any Taxestaxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(gy) undertaken in connection with, such Guarantee, Guarantee which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; . For the avoidance of doubt, the Trustee shall have no duty or (4) obligation whatsoever to determine whether or not any such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without required to become a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessGuarantor. (hb) Notwithstanding anything to If on any date following the contraryIssue Date, (i) the Issuer will (or, if the Issuer is not permit CSC TKRrated, LLC Carnival plc) has received corporate or issuer credit ratings (or the equivalent) that are Investment Grade Ratings from at least two of the Rating Agencies, and its Subsidiaries to Incur any Indebtedness not (ii) no Default has occurred and is continuing (the occurrence of the events described in the ordinary course of business or foregoing clauses (i) and (ii) being collectively referred to as a “Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred andFall-Away Event”), if applicableSection 4.07(a) shall have no further force and effect, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which each Note Guarantee will of a Subsidiary Guarantor shall be senior released, regardless of whether the conditions set forth in clauses (i) and (ii) of the definition of Guarantee Fall-Away Event continue to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessbe satisfied.

Additional Guarantors. (a) The Issuer will cause If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Term Loan Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Term Loan Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent, each Issuing Bank and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded SubsidiariesCollateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) each Restricted Subsidiary that ceases take all actions necessary to cause such Lien to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect duly perfected to the relevant Subsidiary) any Guarantees extent required by the Security Documents in accordance with all applicable laws. For the avoidance of Public Debt or syndicated credit facilities that exist at the time such Excluded doubt, no Domestic Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, shall be required to (x) become a Guarantor within 30 days merely due to its ownership of becoming a Material Equity Interests in any Domestic Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)that owns real property. (b) [Reserved]If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer Borrower and the Guarantors shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary)required, nor shall the Administrative Agent be authorized, (A) to cause take any Restricted Subsidiary additional steps to provide a Note Guarantee to perfect the extent above described pledges and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: security interests by any means other than by (1) any violation filings pursuant to the Uniform Commercial Code in the office of applicable law the secretary of state (or regulation; similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) any liability for delivery to the officers, directors or Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (except in the case of a Restricted Subsidiary that is a partnershipother than Holdings) shareholders of such Restricted Subsidiary (orand Material Foreign Subsidiaries, in each case as expressly required herein or by the case of a Restricted Subsidiary that is a partnershipLoan Documents, directors or shareholders of the partners of such partnership); (3B) to take any cost, expense, liability or obligation (including action with respect to any Taxesassets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other than reasonable outSecurity Documents that will be governed under the laws of any non-of-pocket expenses and U.S. jurisdiction other than reasonable expenses incurred in connection than, with respect to the pledge of the Equity Interests of any governmental or regulatory filings required as a result ofMaterial Foreign Subsidiary, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1the Applicable Foreign Jurisdiction), (2C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and the USCO, (3D) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; enter into any control agreement with respect to any Collateral or (4E) such Restricted Subsidiary is prohibited from Incurring such Guarantee by to require the terms amendment of any Indebtedness of such Restricted limited liability company agreements or other organizational documents for any Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contraryBorrower, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur certification of uncertificated securities or the delivery of any Indebtedness not director resignation letters in the ordinary course respect of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessForeign Subsidiaries.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (cb) [Reserved]. (d) Note Loan Guarantees existing on or granted after the Issue Effective Date pursuant to this Section 4.21 5.14 of the Credit Agreement shall be released as set forth under in Section 10.0612 of the Facility Guaranty. In addition, Note Loan Guarantees existing on or granted after the Issue Effective Date pursuant to Section 4.21(a5.14(i)(z) of the Credit Agreement may be released at the option of the IssuerBorrower, if, if at the date of such release, (i) the Indebtedness which required such Note Loan Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Effective Date and that could not have been Incurred in compliance with this Indenture Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture Agreement to the contrary, the Issuer Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Loan Guarantee may be released at any time in the IssuerBorrower’s sole discretion. The Trustee Administrative Agent and the Security Agent (to the extent action is required by itthem) shall each take all necessary actions requested by the Issuer Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Loan Guarantee in accordance with these provisionsthis Section 4.16(b), subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (gc) Notwithstanding the foregoing, the Issuer Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Note Loan Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Loan Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g4.16(c)(1) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g4.16(c) cannot be avoided through measures reasonably available to the Issuer Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Effective Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) . Notwithstanding anything to the contrary, the Issuer Borrower will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor and Pledgor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee (x) a supplemental indenture in the form attached to this Indenture Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Note Loan Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessIndebtedness and (y) a Pledge Supplement.

Additional Guarantors. (a) The Issuer will cause Notify the Administrative Agent (i) each at the time that any Person becomes a wholly owned Domestic Subsidiary that is a Material Subsidiary (other than Excluded Subsidiaries) and or a non-wholly owned Domestic Subsidiary that is a Material Subsidiary not subject to any restrictions to provide a Guaranty, or (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time a Domestic Subsidiary acquires or creates a Subsidiary that complies with clauses (a) or (b) of the definition of Material Subsidiary, and, in each case, promptly thereafter (and in any event within sixty days), the Borrower shall or shall cause such Excluded Subsidiary became Person to the extent such Person is a Domestic Subsidiary of the Issuertype identified in clause (a)(i) or (a)(ii) above, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days (if it is not already a Guarantor) by executing and delivering to the Administrative Agent a counterpart of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with Guaranty or such other document as the provision of Administrative Agent shall deem appropriate for such Guaranteepurpose, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture Administrative Agent documents of the types referred to in clauses (iv) and (v) each of Section 4.01(a), favorable opinions of counsel to such Person (which shall cover, among other things, the form attached legality, validity, binding effect and enforceability of the documentation referred to in this Indenture pursuant clause (a) above) and an updated Schedule 5.13, all in form, content and scope reasonably satisfactory to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Administrative Agent. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released Borrower will not at the option of the Issuer, if, at the date of such release, any time permit either (i) the Indebtedness which required such Note Guarantee has been released aggregate revenue generated by all Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to exceed an amount equal to ten percent (10%) of the consolidated aggregate revenues generated by the Borrower and its Subsidiaries for the Reference Period most recently ended or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as aggregate book value of the date Incurred if aggregate assets of all Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to exceed ten percent (10%) of the then current book value of all assets of the Borrower and its Subsidiaries on a consolidated basis. The Borrower shall require certain Excluded Subsidiaries that are wholly owned Domestic Subsidiaries to become Guarantors hereunder to the extent necessary to comply at all times with the preceding sentence and such Guarantor were not Domestic Subsidiary shall thereafter remain a Guarantor as at that datehereunder. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any An Excluded Subsidiary that is not otherwise required to be a Guarantor to shall have become a Guarantor and such Note Guarantee may shall at all times thereafter cease to be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited treated as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to purposes of the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except calculations set forth in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtednessfirst sentence hereof. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. In the event that (a) The Issuer will cause (i) each Material any Subsidiary of the Borrower (other than an Insurance Subsidiary) that directly or indirectly owns any Equity Interests of any Insurance Subsidiary or (b) any Subsidiary of the Borrower (solely in the case of this clause (b), other than any Excluded SubsidiariesSubsidiary), in each case of clauses (a) and (ii) each Restricted b), is formed or acquired after the Restatement Effective Date (provided that any Excluded Subsidiary that ceases ceasing to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became but remaining a Subsidiary of the Issuer, in each case under Borrower shall be deemed to constitute the acquisition of a Subsidiary of the Borrower for all purposes of this Section 4.21(a)(ii6.12) in an amount greater or is a Subsidiary as of the Restatement Effective Date but is not a party to the Guaranty as of the Restatement Effective Date (other than $50 millionAccelerant Distribution Holdings Limited, to a Malta limited liability private exempt company, or Accelerant Malta Holdings Limited, a Malta limited liability private exempt company), the Borrower shall (x) promptly notify the Administrative Agent thereof and shall cause such Subsidiary to become a Guarantor within 30 days of becoming under the Guaranty by executing and delivering to the Administrative Agent a Material Subsidiary joinder to the Guaranty (in the case form contemplated thereby) pursuant to which such Subsidiary agrees to be bound by the terms and provisions thereof and to become a “Credit Party” and a “Guarantor” for purposes of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) Loan Documents and (y) to take all such actions and execute and deliver deliver, or cause to the Trustee a supplemental indenture be executed and delivered, all such documents, instruments, agreements and certificates (including legal opinions) reasonably requested by Administrative Agent in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu connection with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In additionjoinder, Note Guarantees existing on or granted after the Issue Date including any information required pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications10.18. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause If, from time to time, any Person qualifies as a Subsidiary Guarantor, the Borrower shall (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing if such Person is a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Domestic Subsidiary of a Loan Party, cause such Person to promptly (and in any event within fifteen (15) days from the Issuer, date any such Person meets the requirements for becoming a Guarantor as set forth in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x6.12) become a Guarantor within 30 days by executing and delivering to the Administrative Agent a counterpart of becoming a Material Subsidiary the Guaranty or such other documents or materials as the Administrative Agent shall reasonably deem appropriate for such purpose, (ii) provide the Administrative Agent with notice thereof, and (iii) cause such Person to deliver to the Administrative Agent documents of the types referred to in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(iiclauses (iii) and (yiv) to execute of Section 4.01(a), all in form, content and deliver scope reasonably satisfactory to the Trustee Administrative Agent; provided, that to the extent such Person holds (whether upon delivery of the items required above or at any time after the delivery of the items required above) assets with a supplemental indenture fair market value in excess of $20,000,000, the form attached Borrower shall (if requested by Administrative Agent) cause to be delivered to the Administrative Agent favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 clause (a)(iia)). (b) [Reserved]. Notwithstanding any other provisions of this Agreement to the contrary (cx) [Reserved]. (d) Note Guarantees existing on or granted after to the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after extent a Guarantor anticipates that it will no longer meet the Issue Date pursuant to Section 4.21(a) may be released at the option requirements of the Issuerdefinition of a Subsidiary Guarantor, if, at the date Borrower may request a release of such release, Guarantor as a Guarantor hereunder in accordance with the following: (i) the Indebtedness which required such Note Guarantee has been released Borrower shall deliver to the Administrative Agent, not less than ten (10) days and not more than forty-five (45) days prior to the anticipated or discharged in fullintended release of a Subsidiary Guarantor hereunder, a written request for release of the applicable Subsidiary Guarantor; and (ii) no Event of Default would arise as a result of such releasethe Administrative Agent shall have reviewed and approved (in writing) the request for release delivered pursuant to subclause (i) above; provided, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as failure of the date Incurred if Administrative Agent to respond to such Guarantor were not a Guarantor as at that daterequest within ten (10) days of its receipt thereof shall constitute the Administrative Agent’s approval thereof. Notwithstanding anything in this Indenture any language to the contrarycontrary above, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as a Responsible Officer of the Borrower (or Parent) has certified in a compliance certificate (and the Administrative Agent has no evidence or information which brings into reasonable doubt the veracity of such entity is an Excluded Subsidiarycertifications) that the Subsidiary Guarantor no longer meets the requirements of the definition of Subsidiary Guarantor, the request for release shall be approved and issued by the Administrative Agent within the 10-day time period specified in subsection (b)(ii). Upon satisfaction of each of the above-noted conditions, nor to cause any Restricted Subsidiary to a Guarantor shall be deemed released from its obligations hereunder and under each of the Loan Documents. Administrative Agent shall, upon written request therefore, provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders written confirmation of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion release of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtednessapplicable Guarantor hereunder. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary (other than Excluded Subsidiaries) and or any member of the Restricted Group becomes an Additional Guarantor under this Agreement. (ii) each Restricted Subsidiary that ceases Any such Person referred to be in Section 10.21(c)(i) may become an Excluded Subsidiary by providing a Guarantee Additional Guarantor if: (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing A) such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of Person and the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and Company deliver to the Trustee Administrative Agent a supplemental indenture ▇▇▇▇ completed and executed joinder agreement in form and substance reasonably satisfactory to the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii).Administrative Agent; (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (iB) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) Company confirms that no Event of Default is continuing or would arise occur as a result of such releasePerson becoming an Additional Guarantor; (C) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Guarantor; (D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and (E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder). (iii) there is no other Indebtedness of such Guarantor outstanding The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that was Incurred after the Issue Date and that could not conditions specified in Section 10.21(c)(ii) have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationssatisfied. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause (i) each Material In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary (other than Excluded Subsidiaries) of Borrower, CVOP II or, from and (ii) each Restricted Subsidiary that ceases to after the Merger, CVOP I be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary included as a result of providing Pool Property as contemplated by §5.3 and such Guarantee) of Real Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Pool Property, cause each such Wholly Owned Subsidiary, and any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of Borrower, CVOP II or, from and after the IssuerMerger, CVOP I which owns an interest in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionsuch Wholly-Owned Subsidiary, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee Agent a supplemental indenture in the form attached to this Indenture pursuant to which Joinder Agreement, and such Restricted Subsidiary will provide or Subsidiaries, as applicable, shall become a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06Guarantor hereunder. In addition, Note Guarantees existing on or granted after in the Issue Date pursuant to Section 4.21(a) may be released at the option event any Subsidiary of the IssuerBorrower shall constitute a Material Subsidiary, ifthe Borrower shall promptly notify Agent and within sixty (60) calendar days execute and deliver to Agent a Joinder Agreement, at and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the date foregoing, in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, the Borrower shall cause such Subsidiary, as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such releaseSubsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to Agent a Joinder Agreement within five (i5) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result Business Days of such releasePerson’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and (iii) there is no other Indebtedness of such Subsidiary shall thereby become a Subsidiary Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if hereunder. Each such Subsidiary Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may electshall be specifically authorized, in accordance with its sole discretionrespective organizational documents, to cause any Subsidiary that is not otherwise required to be a Guarantor hereunder and to become a Guarantor execute the Contribution Agreement. The Borrower shall further cause all representations, covenants and such Note Guarantee may be released at any time agreements in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including Loan Documents with respect to any Taxes) other than reasonable out-of-pocket expenses Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other than reasonable expenses incurred in connection with any governmental or regulatory filings required documents and instruments as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures the Agent may reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtednessrequire. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer Credit Parties will cause each of their Material Domestic Subsidiaries (i) each Material Subsidiary (and any other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Domestic Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (pursuant to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release definition of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Material Domestic Subsidiary), nor to cause whether newly formed, after acquired or otherwise existing (including upon the formation of any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Material Domestic Subsidiary that is a partnershipDivision Successor) shareholders of to promptly (and in any event within 45 days after (as applicable) (i) such Restricted Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that a Domestic Subsidiary has become a Material Domestic Subsidiary (or, in the case of (i) or (ii), such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Restricted Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (including upon the formation of any Domestic Subsidiary that is a partnershipDivision Successor) (other than PMG), directors or shareholders to the extent not already a Guarantor hereunder as of the partners end of any fiscal year (beginning with the fiscal year ending December 31, 2018), to become a Guarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such partnershipfiscal year (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion); provided, however, that no Domestic Subsidiary shall be required to become a Guarantor pursuant to this Section 5.10(b) if such Domestic Subsidiary (3i) any costwould be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, expense(ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, liability bylaws, operating agreement or obligation other comparable charter documents or (including iii) is a shell company with nominal assets and no or nominal business operations as of the end of such fiscal year. (c) In connection with the foregoing Sections 5.10(a) and (b), the Credit Parties shall deliver to the Administrative Agent, with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings each new Guarantor to the extent applicable, substantially the same documentation required as a result of, or any measures pursuant to clause Sections 4.1(b) – (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2d) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessdocuments or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subject to Section 10.21(c)(ii), the Company or any Permitted Affiliate Parent may, upon not less than five Business Days prior written notice to the Administrative Agent, request that any Permitted Affiliate Parent, any Affiliate Subsidiary (other than Excluded Subsidiaries) and or any member of the Restricted Group becomes an Additional Guarantor under this Agreement. (ii) each Restricted Subsidiary that ceases Any such Person referred to be in Section 10.21(c)(i) may become an Excluded Subsidiary by providing a Guarantee Additional Guarantor if: (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing A) such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of Person and the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and Company deliver to the Trustee Administrative Agent a supplemental indenture duly completed and executed joinder agreement in form and substance reasonably satisfactory to the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii).Administrative Agent; (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (iB) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) Company confirms that no Event of Default is continuing or would arise occur as a result of such releasePerson becoming an Additional Guarantor; (C) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such Person as an Additional Guarantor, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Lender) or any Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Guarantor; (D) the Administrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to such Person, each in form and substance reasonably satisfactory to the Administrative Agent; and (E) to the extent required by any Intercreditor Agreement, such Person shall have entered into all documentation required for it to accede to or acknowledge (as required) any applicable Intercreditor Agreement as a “debtor” (or other relevant capacity) or an Additional Guarantor (as defined thereunder). (iii) there is no other Indebtedness of such Guarantor outstanding The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that was Incurred after the Issue Date and that could not conditions specified in Section 10.21(c)(ii) have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationssatisfied. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Borrower and each other Credit Party shall ensure that on or prior to any Person becoming a Subsidiary of any Credit Party: (i) each Material Subsidiary (such Person shall execute and deliver in favour of the Lender a guarantee of all the obligations of the Credit Parties under this Agreement and all the other than Excluded Subsidiaries) and Credit Documents; (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee such Person shall grant any and all Security as the Lender may require; (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result iii) all shares in the capital of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect Person are pledged to the relevant SubsidiaryLender (and all original share certificates are delivered to the Lender, duly endorsed in blank or accompanied by a duly executed stock power transfer form) any Guarantees and all directors of Public Debt such Person have delivered to the Lender resignations duly executed but undated; (iv) the Lender has received evidence of registration or syndicated credit facilities other perfection of such Security and/or pledge in such jurisdictions as the Lender may require to ensure that exist at the time such Excluded Subsidiary became a Subsidiary of the IssuerSecurity and/or pledge creates legal, in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionvalid, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary binding, enforceable and first-priority security interests in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant assets or shares to which such Restricted Subsidiary will provide Security or pledge relates, enforceable against third parties, trustees in bankruptcy and similar officials; (v) the Lender has received opinions of the counsel to such Person relating to, among other things, its subsistence, the due authorization, execution, delivery and enforceability of the Credit Documents to which such Person is a Note Guaranteeparty and the creation and perfection of the Liens against such Person under the Security Documents; (vi) the Lender has received all discharges, which Note Guarantee will be senior subordination agreements, waivers and confirmations as the Lender may require to or pari passu with such Restricted Subsidiary’s Guarantee ensure that all obligations under the Credit Documents are secured by first priority Liens on the property and assets of such other Indebtedness in the case of this Section 4.21 (a)(ii).Person; and (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (ivii) the Indebtedness which required Lender has received such Note Guarantee has been released or discharged in fullother evidence, (ii) no Event of Default would arise as a result of such release, certificates and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long documentation as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulationLender may request; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything in form and substance satisfactory to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessLender.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary In the event that ceases to be an Excluded Subsidiary the Borrower shall request that certain Real Estate owned or leased by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Wholly-Owned Subsidiary of the IssuerBorrower be included as an Unencumbered Pool Asset, the Borrower shall as a condition thereto, in addition to the requirements of §7.20, cause each case under this Section 4.21(a)(ii) such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly or indirectly, Equity Interests in an amount greater than $50 millionsuch Wholly-Owned Subsidiary, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and thereunder. Notwithstanding the Trustee foregoing, Agent may, in its reasonable discretion, permit Real Estate located in an Approved Foreign Country to be included as an Unencumbered Pool Asset without requiring any Excluded Foreign Subsidiary which indirectly owns such Real Estate to become a supplemental indenture in Guarantor so long as such Real Estate otherwise satisfies all of the form attached conditions to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released included as set forth under Section 10.06an Unencumbered Pool Asset hereunder. In addition, Note Guarantees existing on or granted after in the Issue Date pursuant to Section 4.21(aevent any Subsidiary of REIT shall constitute a Material Subsidiary within the meaning of clause (c) may be released at the option of the Issuerdefinition thereof, ifthe Borrower shall cause such Subsidiary, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of condition to such releaseSubsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein, to execute and deliver to Agent a Joinder Agreement, and (iii) there is no other Indebtedness of such Subsidiary shall thereby become a Subsidiary Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if hereunder. Each such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may electSubsidiary shall be specifically authorized, in accordance with its sole discretionrespective organizational documents, to cause any Subsidiary that is not otherwise required to be a Guarantor hereunder and thereunder and to become a Guarantor execute the Contribution Agreement. The Borrower shall further cause all representations, covenants and such Note Guarantee may be released at any time agreements in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including Loan Documents with respect to any Taxes) other than reasonable out-of-pocket expenses the Guarantors to be true and other than reasonable expenses incurred in connection correct with any governmental or regulatory filings required as a result ofrespect to each such Subsidiary. Additionally, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding notwithstanding anything to the contrarycontrary contained herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the enforceability and collectability of such Guaranty (including, any judgment arising thereunder) against any such Subsidiary in its jurisdiction of organization, the Issuer will not permit CSC TKRjurisdiction in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the Agent may reasonably require. In connection with the delivery of any Joinder Agreement or separate Guaranty, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers Borrower shall deliver to the Trustee a supplemental indenture in Agent such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessAgent may reasonably require.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) Upon the formation or acquisition of any Public Debt new direct or that Guarantees indirect Domestic Subsidiaries by any syndicated credit facilities of the Issuer or the Guarantors, Guarantor other than (x) a Person who was acquired as a Domestic Subsidiary of any Guarantor solely in consideration of the issuance of equity securities, provided that neither the Company nor any Guarantor is liable with respect to any of the relevant SubsidiaryIndebtedness of such Person greater than that is otherwise permitted to be incurred pursuant to the Note, or (y) any Guarantees of Public Debt a Person which is subject to one or syndicated credit facilities that exist at more contractual or legal restrictions existing prior to the time such Excluded Subsidiary became Person becomes a Domestic Subsidiary of the IssuerGuarantor which prevents such Person from becoming a Guarantor, which restriction(s) is not created in each case under this Section 4.21(a)(iicontemplation of or in connection with such Person becoming a Domestic Subsidiary of such Guarantor (provided that such Person shall to the extent it is permitted to do so in light of such restriction(s) grant to the Purchasers a subordinated guaranty or other similar support of the Obligations in an amount greater than $50 milliona manner which is reasonably satisfactory to all parties), to (x) become a Guarantor such Domestic Subsidiary shall, within 30 days of becoming a Material (which may be extended by up to additional 10 days by the Majority Holders) after such formation or acquisition, cause such Domestic Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to duly execute and deliver to the Trustee each Purchaser a supplemental indenture guaranty supplement, in the form attached hereto as Annex I. Upon the execution and delivery by such Domestic Subsidiary of a guaranty supplement, (a) such Domestic Subsidiary shall be referred to as an “Additional Guarantor” and shall become and be a Guarantor hereunder, and each reference in this Indenture pursuant Guaranty to which a “Guarantor” shall also mean and be a reference to such Restricted Additional Guarantor, and each reference in any other Transaction Document to a “Subsidiary will provide Guarantor” shall also mean and be a Note Guaranteereference to such Additional Guarantor, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). and (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on each reference herein to “this Guaranty”, “hereunder”, “hereof” or granted after the Issue Date pursuant words of like import referring to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such releaseGuaranty, and (iii) there is no each reference in any other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture Transaction Document to the contrary“Subsidiary Guaranty”, the Issuer may elect“thereunder”, in its sole discretion“thereof” or words of like import referring to this Guaranty, to cause any Subsidiary that is not otherwise required to shall mean and be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached reference to this Indenture pursuant to which Guaranty as supplemented by such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessguaranty supplement.

Additional Guarantors. Within 30 days (aor such longer period of time permitted by the Administrative Agent in its sole discretion) The Issuer will cause (ithe “Guarantee Ratio Cure Period”) each Material Subsidiary after the earlier of (other than Excluded Subsidiariesx) and (iithe deadline for delivering a Compliance Certificate pursuant to Section 6.6(b) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time fiscal quarter that, if such Excluded Subsidiary became a Subsidiary of the IssuerCompliance Certificate is delivered by such deadline, in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionshows or, if not delivered by such deadline for such fiscal quarter, could reasonably be expected to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently show, non-compliance with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) Guarantee Coverage Ratio and (y) the first date in any fiscal quarter when a responsible officer of the Borrower or Holdings has knowledge that the Borrower will not be in compliance with the Guarantee Coverage Ratio for such particular fiscal quarter or any prior fiscal quarter for which the Compliance Certificate has not been delivered, the Borrower shall (A) cause one or more of its Subsidiaries or Local Content Entities to execute and deliver to the Trustee Administrative Agent a supplemental indenture Guaranty Supplement together with the other New Guarantor Documentation with respect to such Subsidiary or Subsidiaries or Local Content Entity(ies) entering into the Subsidiary Guaranty Agreement, as applicable, to become compliant with the Guarantee Coverage Ratio and deliver an updated Compliance Certificate reflecting such additional Guarantors, (B) permanently reduce Commitments in order to become compliant with the Guarantee Coverage Ratio, (C) perform a combination of the actions set forth in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guaranteeimmediately preceding clauses (A) and (B), which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of and/or (D) take such other Indebtedness in action (including, without limitation, the case reactivation of this Section 4.21 any cold stacked Rig directly wholly owned by a Loan Party) (a)(ii). (band shall deliver an updated Compliance Certificate reflecting such action) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 as shall be released sufficient to cause the Borrower to be in compliance with the Guarantee Coverage Ratio as set forth under Section 10.06of the end of the Guarantee Ratio Cure Period. In additionFor the avoidance of doubt, Note Guarantees existing on or granted after notwithstanding anything to the Issue Date pursuant contrary contained herein, failure to Section 4.21(a) may be released comply with the Guarantee Coverage Ratio at the option end of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released any fiscal quarter shall not constitute a Default or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for Borrower shall have taken the officers, directors or (except actions specified in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in preceding sentence prior to the case of a Restricted Subsidiary that is a partnership, directors or shareholders expiration of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessCollateral Coverage Ratio Cure Period. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause (i) each Material In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to of Borrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary included as a result of providing Poolan Unencumbered Property as contemplated by Section 2.28 and such Guarantee) of Real Estate is approved for inclusion as a Poolan Unencumbered Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Poolan Unencumbered Property but subject to Section 5.11(d), cause each PoolUnencumbered Property Owner, and any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the IssuerBorrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP which owns an interest in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionsuch PoolUnencumbered Property Owner, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee Administrative Agent a supplemental indenture in Joinder Agreement on or before the form attached to this Indenture deadline for the delivery of the next Compliance Certificate pursuant to which Section 5.1(c), and such Restricted Subsidiary will provide or Subsidiaries, as applicable, shall become a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06Guarantor hereunder. In addition, Note Guarantees existing in the event any Subsidiary of the Borrower shall constitute a Material Subsidiary, subject to Section 5.11(d), the Borrower shall promptly notify the Administrative Agent and within sixty on or granted after before the Issue Date deadline for the delivery of the next Compliance Certificate pursuant to Section 4.21(a5.1(60c) may be released at calendar days execute and deliver to the option Administrative Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the IssuerBorrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, ifthe Borrower shall cause such Subsidiary, at the date as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such releaseSubsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement within five (i5) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result Business Days of such releasePerson’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and (iii) there is no other Indebtedness of such Subsidiary shall thereby become a Subsidiary Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if hereunder. Each such Subsidiary Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may electshall be specifically authorized, in accordance with its sole discretionrespective organizational documents, to cause any Subsidiary that is not otherwise required to be a Guarantor hereunder and to become a Guarantor execute the Guaranty. The Borrower shall further cause all representations, covenants and such Note Guarantee may be released at any time agreements in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including Loan Documents with respect to any Taxes) other than reasonable out-of-pocket expenses Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such organizational agreements, resolutions, consents, opinions and other than reasonable expenses incurred in connection with any governmental or regulatory filings required documents and instruments as a result ofthe Administrative Agent may reasonably require, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection withincluding, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrarylimitation, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu Organizational Deliverables with such Subsidiary’s Guarantee of such other Indebtednessrespect thereto.

Additional Guarantors. (a) The Issuer will cause If, after the Effective Date, (i) each Material any additional Subsidiary organized under the laws of the United States or any State or other political subdivision thereof is formed or acquired, which new domestic Subsidiary shall at any time either (other than Excluded Subsidiariesx) and have total assets with a fair market value of $5,000,000 or more, or (y) be required to become a Collateral Grantor Subsidiary as set forth below in this paragraph (a), or (ii) each Restricted any Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt now existing or that Guarantees any syndicated credit facilities hereafter formed or acquired, and irrespective of the Issuer amount of its total assets) shall become indebted in an aggregate principal amount of $5,000,000 or more on account of Intercompany Debt, the Domestic Borrower will (A) so notify the Administrative Agent, and (B) cause each such Subsidiary to become a "Guarantor" under the Guaranty of Payment, jointly and severally with all the other Guarantors, other than (solely with respect by joining in this Agreement and the Guaranty of Payment pursuant to documentation reasonably satisfactory to the relevant SubsidiaryAdministrative Agent, within 10 Business Days (1) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(iclause (i), after such Subsidiary first achieves such $5,000,000 total asset value or shall first be required to become a Collateral Grantor Subsidiary as applicable; or (2) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and clause (y) ii), after such Intercompany Debt has reached the said $5,000,000 threshold or such requirement to execute and deliver become a guarantor has taken effect, as applicable; provided, however, that the Uruguayan Subsidiary known as Tainol, S.A. shall not be required to the Trustee become a supplemental indenture in the form attached to this Indenture Guarantor pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee foregoing clause (ii) unless the aggregate principal amount of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 its Intercompany Debt shall be released as set forth under Section 10.06exceed $12,500,000. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option if any Subsidiary of the Issuer, if, at the date of such release, type described in clause (i) above (including subclause (x) thereof) shall be (or would, in the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as good faith judgment of the date Incurred if such Guarantor were Administrative Agent, ordinarily be) included within the Domestic Borrower's telephone directory segment, computer systems segment or telecommunications services segment, but is not then a Guarantor as at that date. Notwithstanding anything in this Indenture to the contraryCollateral Grantor Subsidiary, the Issuer may electDomestic Borrower shall simultaneously with such Subsidiary's becoming a "Guarantor" hereunder, in its sole discretion, to cause any such Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time Collateral Grantor Subsidiary by joining in the Issuer’s sole discretion. The Trustee (Subsidiary Security Agreement pursuant to documentation satisfactory to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee Administrative Agent in accordance with these provisions, subject to customary protections and indemnificationsits reasonable discretion. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded SubsidiariesCollateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) each Restricted Subsidiary that ceases take all actions necessary to cause such Lien to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect duly perfected to the relevant Subsidiary) any Guarantees extent required by the Security Documents in accordance with all applicable laws. For the avoidance of Public Debt or syndicated credit facilities that exist at the time such Excluded doubt, no Domestic Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, shall be required to (x) become a Guarantor within 30 days merely due to its ownership of becoming a Material Equity Interests in any Domestic Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)that owns real property. (b) [Reserved]If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer Borrower and the Guarantors shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary)required, nor shall the Administrative Agent be authorized, (A) to cause take any Restricted Subsidiary additional steps to provide a Note Guarantee to perfect the extent above described pledges and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: security interests by any means other than by (1) any violation filings pursuant to the Uniform Commercial Code in the office of applicable law the secretary of state (or regulation; similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) any liability for delivery to the officers, directors or Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (except in the case of a Restricted Subsidiary that is a partnershipother than Holdings) shareholders of such Restricted Subsidiary (orand Material Foreign Subsidiaries, in each case as expressly required herein or by the case of a Restricted Subsidiary that is a partnershipLoan Documents, directors or shareholders of the partners of such partnership); (3B) to take any cost, expense, liability or obligation (including action with respect to any Taxesassets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other than reasonable outSecurity Documents that will be governed under the laws of any non-of-pocket expenses and U.S. jurisdiction other than reasonable expenses incurred in connection than, with respect to the pledge of the Equity Interests of any governmental or regulatory filings required as a result ofMaterial Foreign Subsidiary, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1the Applicable Foreign Jurisdiction), (2C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (3D) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; enter into any control agreement with respect to any Collateral or (4E) such Restricted Subsidiary is prohibited from Incurring such Guarantee by to require the terms amendment of any Indebtedness of such Restricted limited liability company agreements or other organizational documents for any Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contraryBorrower, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur certification of uncertificated securities or the delivery of any Indebtedness not director resignation letters in the ordinary course respect of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessForeign Subsidiaries.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) Prior to or concurrent with the execution and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary delivery of a Metal Purchase Contract by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(iiBorrower which is not already a Guarantor: (i) in an amount greater than $50 million, the Borrower shall forthwith cause such Subsidiary to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to duly execute and deliver to the Trustee Administrative Agent a supplemental indenture Guarantee; (ii) the Borrower shall forthwith deliver, or cause to be delivered to, the Administrative Agent, in form and substance satisfactory to the form attached Administrative Agent: (A) a duly certified copy of the articles of incorporation or similar documents and by-laws of such Subsidiary; (B) a certificate of status or good standing for such Subsidiary issued by the appropriate governmental body or agency of the jurisdiction in which such Subsidiary is incorporated; (C) a duly certified copy of the resolution of the board of directors of such Subsidiary authorizing it to this Indenture pursuant execute, deliver and perform its obligations under each Credit Document to which such Restricted Subsidiary will provide is a Note Guaranteesignatory; (D) a certificate of an officer of such Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Guarantee to which Note Guarantee will be senior such Subsidiary is a signatory; (E) requisite information to or pari passu with identify the Subsidiary under applicable “know your client” legislation; and (F) an opinion of such Restricted Subsidiary’s Guarantee counsel addressed to the Credit Parties and their counsel, relating to the status and capacity of such other Indebtedness Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the Guarantee by virtue of its execution of the Guarantee in the case jurisdiction of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date incorporation of such release, (i) Subsidiary and in the Indebtedness which required Province of Ontario and such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise other matters as a result of such release, and the Administrative Agent may reasonably request; (iii) there is no other Indebtedness of such Guarantor outstanding the Administrative Agent and its counsel shall be satisfied, acting reasonably, that was Incurred after the Issue Date all necessary approvals, acknowledgements, directions and consents have been given and that could not all relevant laws have been Incurred complied with in compliance with this Indenture as respect of the date Incurred if all agreements and transactions referred to herein; and whereupon such Subsidiary shall become an Additional Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take for all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) purposes of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtednessagreement. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause (i) each Company shall ensure that any Material Subsidiary (other than Excluded Subsidiariesa Designated Material Subsidiary) and (ii) each Restricted which is not at any time a Guarantor, shall, unless prohibited by law or the terms of a contract with a person who is not a member of the Group, become an Additional Guarantor within 45 days of the date of receipt by the Company of the audited financial statements by reference to which the relevant PGS Subsidiary that ceases is demonstrated to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in or, if earlier, the case of Section 4.21(a)(i) above and substantially concurrently with date on which the provision of such Guarantee, in Company otherwise becomes aware that the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee relevant PGS Subsidiary has become a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Material Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]Subject to paragraph (c) below, if at any time the aggregate gross assets of the Company and the Guarantors do not constitute at least 50% of the total gross assets of the Group (calculated by reference to the then latest audited consolidated financial statements of the Group and the then latest audited financial statements of the Company and the Guarantors) (the "Minimum Guarantor Threshold") then the Company shall ensure that sufficient other PGS Subsidiaries become Additional Guarantors to ensure that the aggregate gross assets of the Company and the Guarantors do constitute at least 50% of the total gross assets of the Group. (c) [Reserved]The Company shall not be obliged to procure that a PGS Subsidiary becomes an Additional Guarantor under paragraph (b) above if such PGS Subsidiary is prohibited by law or by the terms of a contract with a person who is not a member of the Group from becoming an Additional Guarantor. If all of the PGS Subsidiaries which are not so prohibited have become Guarantors and the aggregate gross assets of the Company and the Guarantors do not constitute at least the Minimum Guarantor Threshold (as defined in paragraph (b) above) then no Event of Default will occur. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 The Company shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness ensure that no PGS Subsidiary enters into a contract with a person which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such prohibit that PGS Subsidiary from becoming an Additional Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred any such contract entered into in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not good faith in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such that PGS Subsidiary’s Guarantee of such other Indebtedness's business.

Additional Guarantors. (a) The Issuer will cause (i) Cause each of the Borrower’s Material Subsidiary Domestic Subsidiaries (other than Excluded SubsidiariesU.S. Foreign Holdcos) that is a Restricted Subsidiary which is not a party to this Credit Agreement, whether newly formed, after acquired or otherwise existing to promptly become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate, organization documents, a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the extent governed by New York Law) and security (iiattachment and perfection of pledged Equity Interests)) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantorsand, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became Material Domestic Subsidiaries, a Subsidiary of the Issuerlocal counsel opinion (with customary existence, in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionpower, to authority, execution (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guaranteeextent governed by local Law), which Note Guarantee will be senior to no conflicts with Laws or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(iiorganizational documents and governmental consents and approvals). (b) [Reserved]To the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than Unrestricted Subsidiaries and U.S. Foreign Holdcos) which are not Guarantors collectively own greater than twenty percent (20%) of Consolidated Total Assets, cause one (1) or more of such Immaterial Domestic Subsidiaries to promptly become a “Guarantor” hereunder by way of execution and delivery of a Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate, organization documents and a New York legal counsel opinion (with customary opinions regarding enforceability, no conflicts with Laws or specified agreements of material indebtedness, governmental consents and approvals, status under Investment Company Act of 1940, execution (to the extent governed by New York Law) and security (attachment and perfection of Equity Interests)), to reduce the Consolidated Total Assets ownership percentage of the remaining Immaterial Domestic Subsidiaries that are not Guarantors to twenty percent (20%) or below; provided that (i) the Credit Parties may elect to release any Immaterial Domestic Subsidiary as a Guarantor hereunder to the extent the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer certifying that, after giving effect to such release, the Borrower’s Immaterial Domestic Subsidiaries that are not Guarantors collectively own no more than twenty percent (20%) of Consolidated Total Assets and (ii) it is acknowledged and agreed that upon receipt of such certificate, such Immaterial Domestic Subsidiary shall be released as a Guarantor hereunder and the Administrative Agent shall promptly take such action to evidence such release of such Immaterial Domestic Subsidiary from its Guaranty as is reasonably requested by, and at the expense of, the Credit Parties. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at At the option of the IssuerBorrower, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Domestic Subsidiary that is not otherwise required to be become a Guarantor pursuant to Section 7.09(a) or 7.09(b) to become a Guarantor “Guarantor” hereunder by way of execution and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release delivery of a Note Guarantee Guarantor Joinder Agreement, together with a secretary’s certificate, an incumbency certificate, resolutions, a good standing certificate (if applicable) and organization documents; provided that the Borrower shall not be required to deliver a legal opinion in accordance connection with these provisions, subject to customary protections and indemnificationssuch joinder. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (hd) Notwithstanding anything to the contrarycontrary in this Section 7.09, if (i) the Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of the definition of Unrestricted Subsidiary or (ii) any Guarantor is sold or otherwise Disposed of in a transaction that is not prohibited under the terms of this Credit Agreement, it is acknowledged and agreed that, in any of such cases, such Guarantor shall be automatically released from its Guaranty without the need to take any further action and that the Administrative Agent shall promptly take such action to evidence such release of such Guarantor from its Guaranty as is reasonably requested by, and at the expense of, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessCredit Parties.

Additional Guarantors. (a) The Issuer will cause (i) each In the event that any Person becomes a Material Domestic Subsidiary (other than any Excluded SubsidiariesSubsidiary), Parent shall (i) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and an Unrestricted Subsidiary becoming a Material Domestic Subsidiary, substantially concurrently with the provision redesignation or deemed redesignation thereof as a Restricted Subsidiary pursuant to Section 5.12 or (ii) otherwise, 60 days thereafter (or such longer period of time as the Administrative Agent may agree in its reasonable discretion) cause such Material Domestic Subsidiary to become a Guarantor hereunder by executing and delivering to the Administrative Agent a Counterpart Agreement. If reasonably requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for Parent in form and substance reasonably satisfactory to the Administrative Agent in respect of such Guarantee, in customary matters as may be reasonably requested by the case of Administrative Agent relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section 4.21(a)(ii) and (y) to execute and deliver to 5.10(a), dated as of the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee date of such other Indebtedness in the case of this Section 4.21 (a)(ii)agreement. (b) [Reserved]With respect to each Material Domestic Subsidiary of Parent referred to in clause (a) above, Parent shall promptly after delivering the financial statements pursuant to Sections 5.1(a) or (b), as the case may be, send to the Administrative Agent written notice setting forth (i) the date on which such Person became a Material Domestic Subsidiary and (ii) all of the data required to be set forth in Schedule 3.12 to the Disclosure Letter; and such written notice shall be deemed to supplement Schedule 3.12 to the Disclosure Letter for all purposes hereof. (c) [Reserved]. (d) Note Guarantees existing on or granted after Substantially simultaneously upon the Issue Date pursuant to this Section 4.21 consummation of a Holdco Transaction, Holdings shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor hereunder by executing and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (delivering to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of Administrative Agent a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsCounterpart Agreement. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer Initial Borrower will cause (i) each Material Subsidiary (other than Excluded of its First Tier Domestic Subsidiaries and each of its First Tier Foreign Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt , whether newly formed, after acquired or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionotherwise existing, to promptly (xand in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor within 30 days hereunder by way of execution of a Joinder Agreement; provided that, First Tier Foreign Subsidiaries shall not be required to become a Guarantor if it would be unlawful or would cause any material adverse tax consequences to the Initial Borrower or such First Tier Foreign Subsidiary. The Initial Borrower may also at any time voluntarily cause any of its Wholly Owned Subsidiaries (other than First Tier Domestic Subsidiaries or First Tier Foreign Subsidiaries) to become a Guarantor hereunder by way of execution of a Joinder Agreement. In addition, Initial Borrower shall, and shall cause CSI to, enter into the Guaranty Agreement prior to or simultaneous with CSF becoming a Material Subsidiary Borrower hereunder and shall maintain, and shall cause CSI to maintain, the Guaranty Agreement in full force and effect and shall perform and observe all of the case terms and provisions of Section 4.21(a)(ithe Guaranty Agreement to be performed or observed by it, and cause CSI to do the same, until such time as the Release Condition has been satisfied. Upon satisfaction of the Release Condition, the Guaranty Agreement shall be terminated and the Administrative Agent shall promptly (and in any event within five (5) above and substantially concurrently with Business Days after the provision written request of the Initial Borrower) execute such Guarantee, in documents as may reasonably be requested by the case of this Section 4.21(a)(ii) and (y) Initial Borrower to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which evidence such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)termination. (b) [Reserved]At the time that any Person becomes a Guarantor, such Guarantor shall provide the Agent with (i) a joinder to the Security Agreement, together with such other security documents, as well as appropriate financing statements, all in form and substance reasonably satisfactory to the Agent, (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens which by operation of law or contract have priority over the Liens securing the Credit Party Obligations) in and to the Collateral of such Guarantor covered thereby in a manner consistent with the requirements of the Security Agreement), (ii) a joinder to the Pledge Agreement and appropriate certificates and powers or financing statements, as applicable, hypothecating the Collateral of such Guarantor covered by the Pledge Agreement and all of the direct or beneficial ownership interest in such new Guarantor, all in form and substance reasonably satisfactory to the Agent, (including being sufficient to grant Agent a first priority Lien (subject to Permitted Liens which by operation of law or contract have priority over the Liens securing the Credit Party Obligations) in and to the Collateral of such Guarantor and such interest in such Guarantor covered thereby in a manner consistent with the requirements of the Pledge Agreement), and (iii) if requested by the Agent, opinions of counsel reasonably satisfactory to Agent with respect to, among other things, the execution and delivery of the applicable documentation referred to in Section 5.9(a) above and this Section 5.9(b). Any document, agreement, or instrument executed or issued pursuant to this Section 5.9 shall be a Credit Document. (c) [Reserved]. (d) Note Guarantees existing With respect to any Subsidiary of the Borrower that becomes a Guarantor on or granted after December 23, 2008, if requested by the Issue Date pursuant Initial Borrower, the obligations of such Guarantor under the Guaranty may be terminated and the Administrative Agent shall execute such documents as may reasonably be requested by the Initial Borrower to this Section 4.21 evidence such termination; provided, however, that such termination shall include a release of all Collateral owned by such Guarantor and such termination and release shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, permitted only if (i) the Indebtedness which required such Note Guarantee has been released release of Collateral would otherwise be permitted pursuant to clauses (i) or discharged in full, (ii) of Section 8.11(a); (ii) no Default or Event of Default would arise as a result of shall have occurred and be continuing either immediately prior to or immediately after giving effect to such termination and release, and ; (iii) there is no other Indebtedness the Credit Parties are in pro forma compliance with Section 5.32, both before and after giving effect to such termination and release; and (iv) all costs and expenses of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture release notified to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested Credit Party are paid for by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsCredit Parties. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause With respect to (i) each Material any Person that is or becomes a Subsidiary (other than an Excluded SubsidiariesSubsidiary) and of ESR OP after the Closing Date (to the extent such Person is not at such time required to become a Borrower in accordance with Section 6.12(c) below), and/or (ii) each Restricted any Subsidiary of ESR OP that ceases to be an Excluded Subsidiary by providing after the Closing Date, on or prior to such time that such Person becomes a Guarantee Subsidiary (including each Restricted Subsidiary that other than an Excluded Subsidiary) or ceases to be an Excluded Subsidiary, as applicable, (x) unless such Subsidiary as a result of providing is an Excluded Pledge Subsidiary at such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer time or the Guarantors, other than (solely Exemption Conditions exist at such time with respect to the relevant Subsidiary) all Persons that own any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision Equity Interests of such GuaranteeSubsidiary, deliver to the Administrative Agent the certificates, if any, representing all of the Equity Interests of such Subsidiary owned by ESR OP and/or its Subsidiaries, together with undated stock powers or other appropriate instruments of transfer executed and delivered in blank by a duly authorized officer of the case holder(s) of this Section 4.21(a)(ii) such Equity Interests and (y) unless the Exemption Conditions exist at such time with respect to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note GuaranteeSubsidiary, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for cause such Subsidiary to execute a joinder agreement to the officers, directors or (except Guaranty Agreement in form and substance reasonably satisfactory to the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1)Administrative Agent, (2) cause such Subsidiary to execute a joinder agreement to the Pledge Agreement in form and substance reasonably satisfactory to the Administrative Agent, (3) of this Section 4.21(g) cannot be avoided through measures reasonably available deliver to the Issuer or Administrative Agent the items referenced in Section 4.01(a)(iii)(A)-(C), (v), (vi) and (vii) with respect to such Restricted Subsidiary; or , (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless if such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes Borrowing Base Subsidiary and delivers solely to the Trustee extent requested by the Administrative Agent in its reasonable discretion, deliver to the Administrative Agent a supplemental indenture favorable opinion of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning Subsidiary and the Loan Documents to which Subsidiary is a party as the Administrative Agent may reasonably request¸ (5) provide the Administrative Agent with the U.S. taxpayer identification for such Subsidiary (or the equivalent thereof, in the form attached event such Subsidiary is not organized under the laws of the United State, any State thereof or the District of Columbia), (6) deliver to this Indenture pursuant the Administrative Agent a Perfection Certificate Supplement, (7) take all other actions reasonably necessary or advisable in the opinion of the Administrative Agent to which cause the Lien created by the Pledge Agreement to be duly perfected in accordance with all applicable Laws and (8) provide the Administrative Agent with all documentation and other information that the Administrative Agent or any Lender (through the Administrative Agent) reasonably requests in order to comply with the Administrative Agent’s or such Restricted Subsidiary will provide a Note GuaranteeLender’s obligations under applicable “know your customer” and anti-money laundering rules and regulations, which Note Guarantee will including the Act, and the results of any such “know your customer” or similar investigation conducted by the Administrative Agent or any Lender shall be senior reasonably satisfactory to the Administrative Agent or pari passu with such Subsidiary’s Guarantee of such other IndebtednessLender.

Additional Guarantors. (a) The Issuer will Company, at its discretion, may cause (i) each Material any Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted to become a Subsidiary that ceases to be an Excluded Subsidiary Guarantor by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect delivering notice to the relevant Subsidiary) any Guarantees Administrative Agent of Public Debt or syndicated credit facilities that exist at the time its intention to cause such Excluded Subsidiary became to become a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to Guarantor at least ten Business Days (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of or such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver shorter period as is acceptable to the Trustee Administrative Agent) prior to the date that such Subsidiary becomes a supplemental indenture Subsidiary Guarantor hereunder by execution and delivery to the Administrative Agent of an Additional Guarantor Supplement substantially in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to as Exhibit J or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in form reasonably acceptable to the case Administrative Agent, and the Company shall also deliver to the Administrative Agent, or cause such Subsidiary to deliver to the Administrative Agent, at the Company’s cost and expense, such certificates and opinions of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing the type delivered on or granted after the Issue Effective Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In additionArticle 3, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is reasonably required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee Administrative Agent in accordance with these provisionsconnection therewith and, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted designation of a Subsidiary Borrower as a new Guarantor, at least three Business Days prior to the date that is such Subsidiary becomes a partnershipSubsidiary Guarantor, all customary documentation and other customary information necessary for complying with applicable “know your customer” and anti-money-laundering rules and regulations (including the Patriot Act) shareholders requested by the Administrative Agent within three Business Days following delivery of the notice from the Company of the Company’s intent to cause such Restricted Subsidiary to become a Subsidiary Guarantor, all in form and substance reasonably satisfactory to the Administrative Agent. In respect of any such new Guarantor incorporated in Germany as a stock corporation (orAktiengesellschaft), limited liability company (Gesellschaft mit beschränkter Haftung) or established as a limited partnership (Kommanditgesellschaft) with a stock corporation (Aktiengesellschaft) or limited liability company (Gesellschaft mit beschränkter Haftung) as general partner (persönlich haftender Gesellschafter), such instrument shall include a customary guarantee limitation language. In respect of any such new Guarantor incorporated in Ireland, such instrument shall include guarantee limitation language stating that the guarantee does not apply to the extent that it would result in the case guarantee constituting unlawful financial assistance within the meaning of a Restricted Subsidiary that is a partnership, directors or shareholders Section 82 of the partners Companies Act 2014 of Ireland. If any such partnership); (3new Guarantor is incorporated in Ireland, such instrument shall include guarantee limitation language equivalent to the guarantee limitation language in Section 10.01(a) any costabove. Notwithstanding the foregoing, expense, liability or obligation (including with respect to any Taxes) designation of a new Guarantor (other than reasonable out-of-pocket expenses and the designation of a Subsidiary Borrower as a new Guarantor) not organized under the laws of the United States or any State thereof (an “Eligible Foreign Guarantor Subsidiary”), no designation of a new Guarantor shall be effective if any Lender (any such Lender, a “Guarantee Protesting Lender”), reasonably expects the Guarantee therefrom to either (x) breach or violate any internal policy (other than reasonable expenses incurred in connection with respect to Eligible Foreign Guarantor Subsidiaries formed under the laws of any governmental nation that is a member of the Organization for Economic Cooperation and Development as of the date hereof), law or regulatory filings required as a result ofregulation to which any Lender is, or any measures pursuant to clause (1) would be upon the receipt of this Section 4.21(g) undertaken in connection with, such Guarantee, subject, or (y) result in materially adverse tax consequences to such Lender; provided that, in the event described in clause (x) immediately above, any Lender which is relying solely on such internal policies as the basis for not accepting such Guarantee may do so only if such internal policies are being applied by such Lender to all similarly situated borrowers seeking loans or other extensions of credit from or with respect to doing business in such jurisdiction. As soon as practicable (but in any case under event not more than five Business Days) after receipt of notice from the Company or the Administrative Agent of the Company’s intent to designate an Eligible Foreign Guarantor Subsidiary, any Guarantee Protesting Lender shall notify the Company and the Administrative Agent in writing of clauses its inability or unwillingness (1to the extent permitted by the preceding paragraph) to accept the Guarantee of such Eligible Foreign Guarantor Subsidiary. With respect to each Guarantee Protesting Lender, the Company shall, effective on or before the date that such Eligible Foreign Guarantor Subsidiary becomes a Subsidiary Guarantor hereunder, (i) replace such Guarantee Protesting Lender with Lenders willing (in their sole discretion) to increase their existing Commitments, or other financial institutions willing (in their sole discretion) to become Lenders and extend new Commitments, on terms consistent with Section 8.06(a), (2ii) notify the Administrative Agent and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by Protesting Lender that the terms of any Indebtedness Commitments of such Restricted Subsidiary existing Guarantee Protesting Lender shall be terminated on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiaryterms consistent with Section 8.06(b); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything Guarantee Protesting Lender shall have received payment of an amount equal to the contraryoutstanding principal of its Loans, accrued interest thereon, accrued fees and all other amounts payable to it repaid by the Issuer will not permit CSC TKR, LLC and Borrowers or (iii) cancel its Subsidiaries request to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless designate such Eligible Foreign Guarantor Subsidiary is or becomes as a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted “Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessGuarantor.”

Additional Guarantors. (a) The Issuer will cause (i) each Material In the event that any Person becomes a Restricted Subsidiary (other than any Excluded SubsidiariesSubsidiary) and (ii) each Restricted Subsidiary or any Person that ceases to be is an Excluded Subsidiary by providing a Guarantee no longer qualifies as an Excluded Subsidiary, including for the avoidance of doubt, any Subsidiary described in clause (including each Restricted e) of the definition of Excluded Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became becomes a Subsidiary after the date of the Issuerthis Agreement, in each case under this Section 4.21(a)(iiParent shall (i) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and an Unrestricted Subsidiary becoming a Restricted Subsidiary, substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee redesignation or deemed redesignation thereof as a supplemental indenture in the form attached to this Indenture Restricted Subsidiary pursuant to which Section 5.13 or (ii) otherwise, 60 days thereafter (or such longer period of time as the Administrative Agent may agree in its reasonable discretion) cause such Restricted Subsidiary will provide to become a Note Guarantee, which Note Guarantee will be senior Guarantor hereunder by executing and delivering to or pari passu with such Restricted Subsidiary’s Guarantee the Administrative Agent a Counterpart Agreement. The Administrative Agent shall receive an opinion of counsel for Parent in form and substance reasonably satisfactory to the Administrative Agent in respect of such other Indebtedness in customary matters as may be reasonably requested by the case of Administrative Agent relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section 4.21 (a)(ii5.11(a), dated as of the date of such agreement. (b) [Reserved]. With respect to each Restricted Subsidiary of Parent referred to in clause (ca) [Reserved]. (d) Note Guarantees existing on or granted above, Parent shall promptly after delivering the Issue Date financial statements pursuant to this Section 4.21 shall be released Sections 5.1(a) or (b), as set the case may be, send to the Administrative Agent written notice setting forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided Subsidiary that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will is not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business an Excluded Subsidiary or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which a Person that is an Excluded Subsidiary no longer qualifies as an Excluded Subsidiary and (ii) all of the Guarantee is Incurred and, if applicable, executes and delivers data required to be set forth in Schedule 3.12 to the Trustee a supplemental indenture in Disclosure Letter; and such written notice shall be deemed to supplement Schedule 3.12 to the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessDisclosure Letter for all purposes hereof.

Additional Guarantors. In the event that any Person becomes a Domestic Subsidiary of the Borrower or any other Loan Party (aother than the Scilex Subsidiary), the Borrower or such Loan Party shall within thirty (30) The Issuer will cause days after such Person becomes such a Domestic Subsidiary (or such later date as agreed to by the Agent): (i) each Material cause such Subsidiary (other than Excluded Subsidiaries) to become an Additional Guarantor by executing and (ii) each Restricted Subsidiary that ceases delivering to be an Excluded Subsidiary by providing the Agent a Guarantee (including each Restricted Subsidiary that ceases Joinder Agreement and, where applicable, all Collateral Documents necessary to be an Excluded Subsidiary as grant a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities first priority Lien in favor of the Issuer Agent in all assets owned or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time held by such Excluded Subsidiary became a Subsidiary of the Issuertype constituting Collateral, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above form and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver substance reasonably satisfactory to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in fullAgent, (ii) no Event cause itself or any of Default would arise as a result its other Subsidiaries that holds the Equity Interests of such releaseSubsidiary to take any additional actions required by the Collateral Documents or hereunder necessary to grant a perfected first-priority Lien in such Equity Interests in favor of the Agent, including by, where applicable, delivering to the Agent originals of the certificates representing such Equity Interests, together with an original of an undated transfer power for each such certificates executed in blank by an Authorized Officer (and, where applicable, a power of attorney authorizing the Agent to transfer such Equity Interests) and any other instruments required by the Collateral Documents or hereunder necessary for the perfection of the Lien in such Equity Interests in favor of the Agent, and (iii) there is no take all such other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date actions and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contraryexecute and deliver, the Issuer may elect, in its sole discretion, to or cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor executed and delivered, all such Note Guarantee may be released at any time in documents, instruments, agreements, opinions and certificates as are reasonably requested by the Issuer’s sole discretion. The Trustee (Agent to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except ones described in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of 3.1 clauses (1), (2c) and (3j); and (b) of this Section 4.21(g) cannot be avoided through measures reasonably available send to the Issuer or such Restricted Subsidiary; or Agent written notice setting forth (4i) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing date on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided , and (ii) all of the data regarding such Person that this clause (4) applies only for so long as such prepayment premium applies was required to such Indebtedness. (h) Notwithstanding anything be set forth in the Disclosure Schedules with respect to the contraryLoan Parties, and such written notice, upon approval by the Issuer will not permit CSC TKRAgent, LLC shall be deemed to supplement the Disclosure Schedules for all purposes under this Agreement and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessLoan Documents.

Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee80%) of any Public Debt or that Guarantees any syndicated credit facilities the Adjusted Net Operating Income for all Unencumbered Assets of the Issuer or Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the Guarantors, other than (solely time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time Borrower and approved by Administrative Agent (such Excluded Subsidiary became a Subsidiary of the Issuerapproval not to be unreasonably withheld), in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver a Guaranty to the Trustee Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a supplemental indenture nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form attached to this Indenture required pursuant to Section 5.6 (iii)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which such Restricted contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary will provide a Note Guaranteeof the Borrower, whether presently existing or hereafter formed or acquired, which Note Guarantee will be senior is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Subsidiary to or pari passu execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with such Restricted Subsidiary’s Guarantee certificates and attachments of such other Indebtedness a nature similar to those described in the case of this Section 4.21 (a)(ii). (b5.1(b) [Reserved]. and (c) [Reserved]. (d) Note Guarantees existing on or granted after with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date form required pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and 5.6 (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date)). Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be obligated to cause applicable from and after the occurrence of, and during the continuance of, (i) an Excluded Event of Default, or (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by ▇▇▇▇▇’▇ of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary to provide a Note Guarantee of the Borrower (for so long as such entity is other than an Excluded Subsidiary), nor ) which has not executed a Guaranty to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including immediately comply with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) requirements of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1Section), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Prior to the Investment Grade Rating Date and within 30 days of any Person becoming a Material Subsidiary or an Accommodation Subsidiary after the Effective Date, the Borrower shall deliver to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) each Material an Accession Agreement executed by such Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the relevant SubsidiaryEffective Date; provided, however, promptly (and in any event within 30 days) upon any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming that is a Material Subsidiary in ceasing to be subject to the case of Section 4.21(a)(i) above and substantially concurrently restriction which prevented it from delivering an Accession Agreement pursuant to this Section, such Subsidiary shall comply with the provision of such Guarantee, in the case provisions of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Section. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted On and at all times after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contraryInvestment Grade Rating Date, the Issuer may elect, in its sole discretion, to Borrower shall cause any Subsidiary that is not already a Guarantor and to which any of the following conditions applies to become a Guarantor by delivering to the Administrative Agent each of the following items, each in form and substance satisfactory to the Administrative Agent: (i) an Accession Agreement executed by such Subsidiary and (ii) the items with respect to such Subsidiary that would have been delivered under Sections 6.1.(a)(iv) through (viii), 6.1.(e) and 6.1.(f) if such Subsidiary had been a Guarantor on the Effective Date: (i) such Subsidiary Guarantees, or otherwise required becomes obligated in respect of, any Indebtedness of the Parent, the Borrower or any other Subsidiary of the Parent or the Borrower; or (ii) (A) such Subsidiary owns an Unencumbered Property (including, for the avoidance of doubt, any Accommodation Subsidiary) and (B) such Subsidiary, or any other Subsidiary that directly or indirectly owns any Equity Interests in such Subsidiary, has incurred, acquired or suffered to be exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (by delivering to the extent action is required Administrative Agent (i) an Accession Agreement executed by itsuch Subsidiary and (ii) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including items with respect to any Taxessuch Subsidiary that would have been delivered under Sections 6.1.(a)(iv) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause through (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1viii), (26.1.(e) and (36.1.(f) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless if such Subsidiary is or becomes had been a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessEffective Date.

Additional Guarantors. Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) The Issuer will execute and deliver, or cause to be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b) cause such Person to (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming by executing and delivering to Administrative Agent a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and Guaranty (y) or a joinder to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(iiany existing Guaranty). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of Default would arise the Secured Parties all of its Property (subject to such exceptions as a result of such releaseAdministrative Agent may permit), subject, with respect to Oil and Gas Properties, the limitations set forth in clause (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date below and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture take all actions required by Administrative Agent to grant to the contraryAdministrative Agent for the benefit of Secured Parties a perfected first priority Lien on such property, including the Issuer may elect, filing of UCC financing statements in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee jurisdictions as may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisionsAdministrative Agent, subject to customary protections and indemnifications. (eiii) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses each Oil and other than reasonable expenses incurred Gas Property owned by such Subsidiary, execute, acknowledge and deliver a Mortgage or Mortgages and evidence of the proper recordation of each such Mortgage in connection with any governmental or regulatory filings required as a result ofthe appropriate filing office, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred sufficient to provide all or any portion cause the Recognized Value of the funds utilized Mortgaged Properties to consummate be not less than the transaction or series Required Reserve Value, (iv) deliver to Administrative Agent title opinions and/or other title information and data acceptable to Administrative Agent such that Administrative Agent shall have received, together with the title information previously delivered to Administrative Agent, acceptable title information regarding those Oil and Gas Properties that in the aggregate represent not less than 80% of related transactions pursuant the Recognized Value of all Proved Oil and Gas Properties evaluated in the most recent Reserve Report; and (v) deliver to which Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of counsel to such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies in form, content and scope reasonably satisfactory to such IndebtednessAdministrative Agent. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Cause (i) each of the Borrower’s Material Domestic Subsidiaries that is a Restricted Subsidiary (other than Excluded Subsidiaries) which is not a party to this Credit Agreement, whether newly formed, after acquired or otherwise existing and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities guarantor of the Issuer or the Guarantors, other than (solely with respect Subordinated Notes which is not a party to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionCredit Agreement, to (x) promptly become a Guarantor within 30 days “Guarantor” hereunder by way of becoming execution of a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Joinder Agreement. (b) [Reserved]To the extent that the Borrower’s Immaterial Domestic Subsidiaries (other than Unrestricted Subsidiaries) which are not Guarantors collectively own greater than 15% of Consolidated Total Assets, cause one or more of such Immaterial Domestic Subsidiaries to promptly become a “Guarantor” hereunder by way of execution of a Joinder Agreement to reduce the Consolidated Total Assets ownership percentage of the remaining Immaterial Domestic Subsidiaries that are not Guarantors to 15% or below; provided that (i) the Credit Parties may elect to release any Immaterial Domestic Subsidiary as a Guarantor hereunder to the extent the Borrower delivers to the Administrative Agent a certificate of a Responsible Officer certifying that, after giving effect to such release, the Borrower’s Immaterial Domestic Subsidiaries that are not Guarantors collectively own less than 15% of Consolidated Total Assets and (ii) it is acknowledged and agreed that the Administrative Agent may take such action as is necessary to release such Immaterial Domestic Subsidiary from its Guaranty. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not contrary in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred andthis Section 6.9, if applicablethe Borrower designates any Guarantor as an Unrestricted Subsidiary in accordance with the terms of the definition of Unrestricted Subsidiary, executes such Guarantor shall be released from its Guaranty, it being acknowledged and delivers agreed that the Administrative Agent may take such action as is necessary to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which release such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessfrom its Guaranty.

Additional Guarantors. (a) The Parent and the Issuer will cause each of their Subsidiaries that guarantees or otherwise becomes liable at any time, whether as a borrower or an additional or co-borrower or otherwise, for or in respect of any Indebtedness under any Material Credit Facility to concurrently therewith deliver the following to each holder of a Note: (i) each Material Subsidiary (other than Excluded Subsidiaries) and an executed joinder to the applicable Affiliate Guaranty; (ii) each Restricted to the extent required under such Material Credit Facility, a certificate signed by an authorized responsible officer of such Subsidiary that ceases containing representations and warranties on behalf of such Subsidiary to be an Excluded Subsidiary by providing a Guarantee the same effect, mutatis mutandis, as those contained in Section 5 of this Agreement (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely but with respect to such Subsidiary and such applicable Affiliate Guaranty rather than the relevant SubsidiaryIssuer); (iii) any Guarantees to the extent required under such Material Credit Facility, all documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and good standing of Public Debt or syndicated credit facilities that exist at such Subsidiary and the time due authorization by all requisite action on the part of such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above execution and substantially concurrently with the provision delivery of such Guarantee, in applicable Affiliate Guaranty and the case performance by such Subsidiary of this Section 4.21(a)(ii) and its obligations thereunder; and (yiv) to execute and deliver the extent required under such Material Credit Facility, an opinion of counsel reasonably satisfactory to the Trustee a supplemental indenture in Required Holders covering such matters relating to such Subsidiary and such joinder to the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in as the case of this Section 4.21 (a)(ii)Required Holders may reasonably request. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after Subject to Section 9.7(c), any Guarantor, other than the Issue Date pursuant to this Section 4.21 shall Parent, may be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(aa Guarantor so long as (A) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released no Default or discharged in full, (ii) no Event of Default shall then be in existence or would arise occur as a result of such releaserelease and (ii) if any fee or other form of consideration is given to any holder of Indebtedness of the Parent, the Issuer or any of their respective Subsidiaries for the purpose of releasing such Guarantor, the holders of the Notes shall receive equivalent consideration and (B) the Issuer shall deliver to the holders of the Notes an Officer’s Certificate in the form set forth in Schedule 9.7 hereto certifying that the conditions set forth in immediately preceding clause (i) will be true and correct, and that the condition in preceding clause (iiiii) there is no other Indebtedness will be satisfied upon the release of such Guarantor outstanding that was Incurred after Guarantor, in the Issue Date and that could not have been Incurred form of a release substantially in compliance with this Indenture as the form of Schedule 9.7 hereto. No later than 10 Business Days following the receipt by the holders of the date Incurred Notes of such written request and the related Officer’s Certificate and so long as the conditions set forth in immediately preceding clause (i) will be true and correct and the condition in preceding clause (ii) will be satisfied, the release shall be effective automatically and each holder of the Notes shall execute and deliver, if requested by the Issuer, at the sole cost and expense of the Issuer, a written release of such Guarantor were Guarantor, though the execution of such release form by the holders of the Notes shall not a Guarantor as at that datebe necessary for the effectiveness of the release pursuant to this paragraph (b). STAG Industrial Operating Partnership, L.P. Note Purchase Agreement (c) Notwithstanding anything in this Indenture contained herein to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor Parent and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those agree that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to of the extent and for so long as Parent (other than the Incurrence Issuer) or any Subsidiary of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that Issuer is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors borrower or shareholders of the partners of such partnership); (3) guarantor or otherwise liable under any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection withMaterial Credit Facility, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot Subsidiary shall at all times be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessGuarantor. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Not later than 30 days (ior such longer period as the Administrative Agent may agree) each Material after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted a Bank Subsidiary that ceases to be or an Excluded Subsidiary by providing Domestic Subsidiary) that is not a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary Guarantor as of the period end date of such financial statements would qualify as of such period end date as a result of providing Significant Subsidiary or (b) promptly (or such Guaranteeperiod as the Administrative Agent may agree) of after the date that any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely Subsidiary becomes a guarantor with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at Revolver, the time Company shall cause such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee Administrative Agent a supplemental indenture in the form attached to this Indenture Subsidiary Guaranty Supplement pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will agrees to be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in bound by the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option terms and provisions of the IssuerSubsidiary Guaranty, if, at the date of such release, accompanied by (i) the Indebtedness which required such Note Guarantee has been released or discharged in fullall other Loan Documents related thereto, (ii) no Event certified copies of Default would arise as a result the certificates or articles of incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such releaseSubsidiary comparable to those delivered pursuant to Section 4.01, and (iii) there is no such other Indebtedness of such documents as the Administrative Agent may reasonably request. The Company may request that any Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required cease to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in and discharged from its obligations under the Issuer’s sole discretion. The Trustee Subsidiary Guaranty if (to i) the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence Equity Interests of such Guarantee could reasonably be expected to give rise to Guarantor are being sold or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result otherwise disposed of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken such Guarantor is being dissolved, in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cana transaction not be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of this Agreement, or (ii) such Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Indebtedness Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Restricted Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.01, would cease to qualify as a Significant Subsidiary existing on the Issue Date that and (B) has or is not prepayable without being released as a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion guarantor of the funds utilized to consummate obligations of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause Company and/or the Borrowers, as applicable, under the Revolver (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything if and to the contraryextent then existing, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if as applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness).

Additional Guarantors. (a) The Issuer will cause Subject to compliance with the provisions of paragraphs (i) each Material Subsidiary (other than Excluded Subsidiariesc) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guaranteed) of Clause 23.9 (“Know your customer” checks), the Company may request that any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became its Subsidiaries which is not incorporated in a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) Restricted Jurisdiction become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Guarantor. (b) [Reserved]Subject to the Agreed Security Principles, the Company shall procure that following the date of this Agreement any other member of the Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic, the Czech Republic or in respect of the Kingdom of Thailand where such Subsidiary operates a school, shall be required to become an Additional Guarantor or grant Transaction Security (except that share security shall be granted, other than by a Subsidiary incorporated in the Kingdom of Thailand which operates a school in the Kingdom of Thailand, in respect of any Subsidiary of the Company incorporated in the Kingdom of Thailand) and further provided that no subsidiary of the Company shall be required to become an Additional Guarantor or to grant Transaction Security to the extent that subsidiary is not required by the Agent (under and as defined in the SSRCF) to become an Additional Guarantor (under and as defined in the SSRCF) or to grant Transaction Security (under and as defined in the SSRCF). (c) [Reserved]A member of the Group shall become an Additional Guarantor if: (i) the Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and (ii) the Agent has received all of the documents and other evidence listed in Part 2 and, if applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent, acting reasonably. (d) Note Guarantees existing on or granted after The Agent shall notify the Issue Date pursuant Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to this Section 4.21 shall be released as set forth under Section 10.06. In additionit, Note Guarantees existing on or granted after acting reasonably) all the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses documents and other than reasonable expenses incurred evidence listed in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred Part 2 and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee Part 3 of such other IndebtednessSchedule 2 (Conditions Precedent).

Additional Guarantors. (a) The Issuer will cause If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded SubsidiariesCollateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) each Restricted Subsidiary that ceases take all actions necessary to cause such Lien to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect duly perfected to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at extent required by the time such Excluded Subsidiary became a Subsidiary of the Issuer, Security Documents in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently accordance with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)all applicable laws. (b) [Reserved]If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer Borrower and the Guarantors shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary)required, nor shall the Administrative Agent be authorized, (A) to cause take any Restricted Subsidiary additional steps to provide a Note Guarantee to perfect the extent above described pledges and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: security interests by any means other than by (1) any violation filings pursuant to the Uniform Commercial Code in the office of applicable law the secretary of state (or regulation; similar central filing office) of the relevant States(s) and filings with the USPTO and the USCO and (2) any liability for delivery to the officers, directors or Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (except in the case of a Restricted Subsidiary that is a partnershipother than Holdings) shareholders of such Restricted Subsidiary (orand Material Foreign Subsidiaries, in each case as expressly required herein or by the case of a Restricted Subsidiary that is a partnershipLoan Documents, directors or shareholders of the partners of such partnership); (3B) to take any cost, expense, liability or obligation (including action with respect to any Taxesassets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other than reasonable outSecurity Documents that will be governed under the laws of any non-of-pocket expenses and U.S. jurisdiction other than reasonable expenses incurred in connection than, with respect to the pledge of the Equity Interests of any governmental or regulatory filings required as a result ofMaterial Foreign Subsidiary, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1the Applicable Foreign Jurisdiction), (2C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (3D) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; enter into any control agreement with respect to any Collateral or (4E) such Restricted Subsidiary is prohibited from Incurring such Guarantee by to require the terms amendment of any Indebtedness of such Restricted limited liability company agreements or other organizational documents for any Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contraryBorrower, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur certification of uncertificated securities or the delivery of any Indebtedness not director resignation letters in the ordinary course respect of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessForeign Subsidiaries.

Additional Guarantors. If at any time, (a) The Issuer will cause any Person becomes directly or indirectly a Subsidiary of one of the Guarantors, (ib) each Material Subsidiary any Person becomes directly or indirectly a parent of a Guarantor (other than Excluded Subsidiariesthe Company), (c) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) if the Capital Stock of any Public Debt or that Guarantees Guarantor is held by any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the IssuerCompany that is not a Guarantor, or (d) any Guarantor transfers or causes to be transferred, in each case under this Section 4.21(a)(iione transaction or a series of related transactions, any assets or property to any Guarantor that, following such transaction or series of related transactions is a Restricted Subsidiary but is not a Guarantor, then the Company and such Subsidiary, as soon as reasonably practical and in any event within three Business Days after such event shall: (a) in an amount greater than $50 million, to (x) execute a supplemental indenture hereto whereby such Subsidiary will become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above hereunder and substantially concurrently comply with the provision of such Guarantee, in the case other applicable provisions of this Section 4.21(a)(iiIndenture including Sections 14.04 and 14.05. (b) and (y) to execute and deliver to the Trustee a supplemental indenture Guarantee in the form attached to this Indenture of the Guarantee set forth in Exhibit A pursuant to which such Restricted Subsidiary will provide shall unconditionally guarantee on a Note Guaranteesenior secured basis of all of the Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (i) execute and deliver to the appropriate agent any amendments to any then existing intercreditor agreement as such agent deems necessary or advisable in order to make such Subsidiary a party to the such intercreditor agreement; (ii) execute and deliver to the Collateral Agent and the Trustee such amendments to the Collateral Agreements as the Collateral Agent deems necessary or advisable in order to grant to Collateral Agent, for the benefit of the Holders and the Lenders, a perfected security interest in the Capital Stock of such new Subsidiary and the debt securities of such new Subsidiary subject only to the Permitted Liens, which Note Guarantee will are owned by the Company or any Subsidiary and required to be senior pledged pursuant to or pari passu the Security Agreement and (iii) deliver to the Collateral Agent the certificates representing such Capital Stock and debt securities, together with such Restricted Subsidiary’s Guarantee of such other Indebtedness (x) in the case of this Section 4.21 such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (a)(ii). (by) [Reserved]. (c) [Reserved].in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such Subsidiary, as the case may be; (d) Note Guarantees existing on take such actions necessary or granted after advisable to grant to the Issue Date pursuant Collateral Agent for the benefit of the Holders and the Trustee a perfected security interest in the assets of such new Subsidiary, subject only to this Section 4.21 shall be released Permitted Liens, including the filing of Uniform Commercial Code financing statements in such jurisdictions as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at required by the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released Collateral Documents or discharged in full, (ii) no Event of Default would arise by law or as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions reasonably requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications.Collateral Agent; and (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary take such further action and execute and deliver such other documents specified in this Indenture or otherwise reasonably requested by the Trustee or the Collateral Agent to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding effectuate the foregoing. Thereafter, the Issuer such Subsidiary shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (Guarantor for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) all purposes of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessIndenture. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Subject to compliance with the provisions of paragraphs (i) each Material Subsidiary (other than Excluded Subsidiariesc) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guaranteed) of Clause 23.9 (“Know your customer” checks), the Company may request that any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became its Subsidiaries which is not incorporated in a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) Restricted Jurisdiction become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Guarantor. (b) [Reserved]Subject to the Agreed Security Principles, the Company shall ensure that each member of the Group identified in Part 3 of Schedule 2 (Conditions Precedent) as an Obligor shall become an Additional Guarantor and shall grant the Transaction Security specified opposite the name of that member of the Group in Part 3 of Schedule 2 (Conditions Precedent) on or before the Closing Date. (c) [Reserved]Subject to the Agreed Security Principles, the Company shall procure that following the Closing Date any other member of the Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic, the Czech Republic or in respect of the Kingdom of Thailand where such Subsidiary operates a school, shall be required to become an Additional Guarantor or grant Transaction Security (except that share security shall be granted, other than by a Subsidiary incorporated in the Kingdom of Thailand which operates a school in the Kingdom of Thailand, in respect of any Subsidiary of the Company incorporated in the Kingdom of Thailand). (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option A member of the Issuer, Group shall become an Additional Guarantor if, at the date of such release, : (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as Agent has received all of the date Incurred documents and other evidence listed in Part 2 and, if such Guarantor were not a Guarantor as at applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that date. Notwithstanding anything Additional Guarantor, each in this Indenture form and substance satisfactory to the contraryAgent, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsacting reasonably. (e) [Reserved]. The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (fin form and substance satisfactory to it, acting reasonably) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting all the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses documents and other than reasonable expenses incurred evidence listed in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred Part 2 and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee Part 3 of such other IndebtednessSchedule 2 (Conditions Precedent).

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary Each of the Issuer’s current and future Domestic Subsidiaries (other than Excluded Subsidiariesthe Co-Issuers, Notes PropCo and Extended Term Loan PropCo) and and, subject to clause (iib) below, each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer’s future Foreign Subsidiaries shall, in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionjointly and severally, to (x) become irrevocably, fully and unconditionally guarantee on a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above senior basis and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver subject to the Trustee a supplemental indenture in applicable Intercreditor Agreements the form attached Guaranteed Obligations. The foregoing requirement to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Subsidiary Guarantee will be senior shall not apply to or pari passu with such Restricted an Excluded Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]After the Issue Date, (i) no direct or indirect Subsidiary (including an Excluded Subsidiary) or equity investee of the Issuer may directly or indirectly provide Credit Support for the Indebtedness incurred under clause (i) or (ii) of the definition of “Permitted Debt”, (ii) no direct or indirect Subsidiary (including an Excluded Subsidiary) or equity investee of the Issuer may be an obligor on any Indebtedness for borrowed money for which any Issuer or Subsidiary Guarantor directly or indirectly provides Credit Support, unless, in each case of clause (i) and (ii), such Subsidiary or equity investee provides a Subsidiary Guarantee, and (iii) each Immaterial Subsidiary existing as of the Issue Date shall, within 90 days following the Issue Date (or such later date as agreed to by the Issuer and the Extended Term Loan Agent) either (A) be dissolved, liquidated or merged out of existence or (B) become a Subsidiary Guarantor with respect to the Guaranteed Obligations. (c) [Reserved]To the extent a Person is required to provide a Subsidiary Guarantee under the above provisions, such Person shall execute and deliver a supplemental indenture to this Indenture evidencing such Subsidiary Guarantee in the form of Exhibit D within 10 Business Days after the requirement to provide such Subsidiary Guarantee arises under this Indenture on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, together with such opinions of counsel and certifications as the Trustee reasonably requires, and pledge all assets held by such Person (other than Excluded Assets) as After-Pledged Property with Required Collateral Lien Priority as provided under Section 3.16. (d) Note Guarantees existing on or granted Neiman Marcus Bermuda, L.P., a limited partnership organized under the laws of Bermuda, NMG Asia Holdings Limited, a company organized under the laws of Hong Kong, and NMG Asia Limited, a company organized under the laws of Hong Kong, shall not be required to provide a Subsidiary Guarantee unless additional Investments are made after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate Issuers or any release of a Note Guarantee Restricted Subsidiaries in accordance with these provisions, subject to customary protections and indemnificationssuch Foreign Subsidiary exceeding $2.5 million in aggregate. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on On the Issue Date that is not prepayable without a prepayment premium (in each caseDate, other than Indebtedness Incurred to provide all or any portion of MYT Parent and MYT Holdco shall execute and deliver the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessMYT Third Lien Notes Pledge Agreement. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Subject to compliance with the provisions of paragraphs (i) each Material Subsidiary (other than Excluded Subsidiariesc) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guaranteed) of Clause 21.10 ("Know your customer" checks), the Company may request that StarTek and any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) StarTek's wholly owned Subsidiaries become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Guarantor. (b) [Reserved]Subject to Clause 23.35 (Guarantors) and Clause 23.38 (Conditions subsequent), the Company shall, subject to the Agreed Security Principles, procure that: (i) any other member of the Group which is a Material Company shall, as soon as possible after becoming a Material Company, become an Additional Guarantor; and (ii) the Parent, the Company and any member of the Target Group which is a Material Company shall, as soon as possible after becoming a Material Company, subject to the Agreed Security Principles, grant Security as the Agent may require. (c) [Reserved]A member of the Group shall become an Additional Guarantor if: (i) the Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and (ii) the Agent has received all of the documents and other evidence listed in Part 6 of Schedule 2 (Conditions Precedent and Conditions Subsequent) in relation to that Additional Guarantor, each in form and substance satisfactory to the Agent. (d) Note Guarantees existing on or granted after The Agent shall notify the Issue Date pursuant Company and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to this Section 4.21 shall be released as set forth under Section 10.06. In additionit) all the documents and other evidence listed in Part 6 of Schedule 2 (Conditions Precedent and Conditions Subsequent). (e) Other than to the extent that the Majority Lenders notify the Agent in writing to the contrary before the Agent gives the notification described in paragraph (d) above, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, Lenders authorise (ibut do not require) the Indebtedness which required such Note Guarantee has been released Agent to give that notification. The Agent shall not be liable for any damages, costs or discharged in full, (ii) no Event of Default would arise losses whatsoever as a result of giving any such release, and notification. (iiif) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred The Company need only perform its obligations under paragraph (b) or (c) above if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that it is not otherwise required to be a Guarantor unlawful for the relevant person to become a Guarantor and that person becoming a Guarantor would not result in personal, civil or criminal liability for that person's directors, officers or other management. Each Obligor must use, and must procure that the relevant person uses, all reasonable endeavours lawfully available to avoid any such Note Guarantee may be released unlawfulness or personal, civil or criminal liability for its directors, officers or other management and, if at any time in the Issuer’s sole discretion. The Trustee (unlawfulness or personal liability ceases to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including apply with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred such person, the Company must comply with its obligations in connection with any governmental or regulatory filings required as respect of that person at that time. This includes agreeing to a result of, or any measures pursuant to clause limit on the amount guaranteed. The Agent may (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) canbut shall not be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4obliged to) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies agree to such Indebtednessa limit if, in its opinion, to do so would avoid the relevant unlawfulness or personal liability. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause With respect to (i) each Material any Person that becomes a Subsidiary of the REIT after the Closing Date (other than any such Subsidiary (x) which, when taken together with all other Subsidiaries of the REIT that are not Guarantors, is an Immaterial Subsidiary, (y) that is an Excluded SubsidiariesSubsidiary or (z) and that is a Foreign Subsidiary), (ii) each Restricted any Subsidiary of the Borrower that ceases to be an Immaterial Subsidiary or Excluded Subsidiary by providing after the Closing Date for a Guarantee period of more than 90 days, (including each Restricted iii) any Subsidiary of the Borrower that owns any Investment Property that is included in the Borrowing Pool after the Closing Date and/or (iv) any Subsidiary of the Borrower that owns, directly or indirectly, any Equity Interests of any Affiliated Investor that owns an Investment Property that is included in the Borrowing Pool after the Closing Date, within 20 days after such time that such Person becomes a Subsidiary (other than an Immaterial Subsidiary or an Excluded Subsidiary) or ceases to be an Immaterial Subsidiary or Excluded Subsidiary or such Investment Property is included in the Borrowing Pool, as applicable, (w) cause such Person to execute a result of providing such Guaranteejoinder agreement to the Guaranty Agreement in form and substance reasonably satisfactory to the Administrative Agent, (x) of any Public Debt or that Guarantees any syndicated credit facilities of as and to the Issuer or extent requested by the GuarantorsAdministrative Agent, other than deliver to the Administrative Agent the items referenced in Section 4.01(a)(iv) and (solely v) with respect to such Person, (y) as and to the relevant Subsidiaryextent requested by the Administrative Agent, deliver to the Administrative Agent a favorable opinion of counsel to such Person (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such Person and the Loan Documents as the Administrative Agent may reasonably request and (z) any Guarantees of Public Debt or syndicated credit facilities that exist at provide the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently Administrative Agent with the provision of U.S. taxpayer identification for such GuaranteePerson (or the equivalent thereof, in the case event such Person is not organized under the laws of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in United States, any State thereof or the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee District of such other Indebtedness in the case of this Section 4.21 (a)(iiColumbia). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. Solely at all times during the CSAG Period, the Loan Parties shall, within thirty (a30) The Issuer will cause days (ior such later date as the Administrative Agent may agree in its sole discretion) each Material after any Person becomes a Domestic Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide such Person to: (a) become a Note Guarantee Guarantor by executing and delivering to the extent Administrative Agent a Guarantor Joinder Agreement; and for so long as (b) deliver to the Incurrence Administrative Agent such Organizational Documents, resolutions and customary opinions of counsel relating to such Guarantee could Guarantor substantially consistent with those delivered with respect to the Guarantors on the First Amendment Effectiveness Date or otherwise reasonably be expected satisfactory to give rise the Administrative Agent. Notwithstanding anything to the contrary contained herein or result inin any other Loan Document: (1i) if, at any violation of applicable law or regulation; time, any Subsidiary (2other than an Excluded Subsidiary described in clauses (b) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnershipe) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3definition thereof) any cost, expense, liability or obligation (including provides a guaranty with respect to any Taxes) Material Indebtedness of any Loan Party or any Domestic Subsidiary (other than reasonable out-of-pocket expenses and other than reasonable expenses any FSHCO) (including, without limitation, any Material Indebtedness incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to Section 8.02(b)(vi), the 2021 / 2023 / 2028 Notes and the 2026 Notes), within thirty (30) days (or such later date as the Administrative Agent may agree to in its sole discretion) of the provision of such guaranty, cause such Person to (A) become a Guarantor by executing and delivering to the Administrative Agent a Guarantor Joinder Agreement, and (B) deliver to the Administrative Agent such applicable documents of the type referred to in clause (1b) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) above; and (3ii) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding notwithstanding anything to the contrarycontrary herein or in any other Loan Document, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary that is or becomes a Guarantor on shall remain a Guarantor at all times during the date on which CSAG Period, unless released in accordance with the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture terms of this Agreement in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednesscircumstances described in Section 10.10(a)(ii).

Additional Guarantors. (a) The Issuer will cause (i) Company shall procure that each of its Material Subsidiary incorporated outside the PRC (other than Excluded Meadville Aspocomp (BVI) Holdings Limited and its Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become becomes a Guarantor within 30 14 days of it becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]If the Company: (i) requests that one of its Subsidiaries becomes an Additional Guarantor; or (ii) is required to make one of its Subsidiaries an Additional Guarantor, it must give not less than 10 Business Days prior notice to the Facility Agent (and the Facility Agent must promptly notify the Lenders). (c) [Reserved]If the accession of an Additional Guarantor requires any Finance Party to carry out customer due diligence requirements in circumstances where the necessary information is not already available to it, the Company must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable customer due diligence requirements. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option If one of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as Subsidiaries of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture Company is to become an Additional Guarantor, then the Company must (following consultation with the Facility Agent) deliver to the contrary, Facility Agent the Issuer may elect, relevant documents and evidence listed in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee Part 2 of Schedule 2 (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsConditions precedent documents). (e) [Reserved]The relevant Subsidiary will become an Additional Guarantor when the Facility Agent notifies the other Finance Parties and the Company that it has received all of the documents and evidence referred to in paragraph (c) above in form and substance satisfactory to it (acting on the instructions of the Majority Lenders). The Facility Agent must give this notification as soon as reasonably practicable. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transferDelivery of an Accession Agreement, voidable preferenceentered into by the relevant Subsidiary and the Company, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent Facility Agent constitutes confirmation by that Subsidiary and for so long the Company that the Repeating Representations are correct as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on at the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessdelivery.

Additional Guarantors. (a) The Issuer will cause (i) each Material In the event that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to of Borrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary included as a result of providing Pool Property as contemplated by Section 2.28 and such Guarantee) of Real Estate is approved for inclusion as a Pool Property in accordance with the terms hereof, the Borrower shall, as a condition to such Real Estate being included as a Pool Property but subject to Section 5.11(d), cause each Pool Property Owner, and any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the IssuerBorrower, ▇▇▇▇ Realty OP, or ▇▇▇▇ OP which owns an interest in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionsuch Pool Property Owner, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee Administrative Agent a supplemental indenture in the form attached to this Indenture pursuant to which Joinder Agreement, and such Restricted Subsidiary will provide or Subsidiaries, as applicable, shall become a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06Guarantor hereunder. In addition, Note Guarantees existing on or granted after in the Issue Date pursuant event any Subsidiary of the Borrower shall constitute a Material Subsidiary, subject to Section 4.21(a5.11(d), the Borrower shall promptly notify the Administrative Agent and within sixty (60) may be released at calendar days execute and deliver to the option Administrative Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Without limiting the foregoing, in the event any Subsidiary of the IssuerBorrower shall constitute a Material Subsidiary within the meaning of clause (b) of the definition thereof, ifthe Borrower shall cause such Subsidiary, at the date as a condition to such Subsidiary becoming a guarantor or other obligor with respect to such other Unsecured Debt described therein (unless such Indebtedness was incurred prior to such Subsidiary becoming a Subsidiary Guarantor and not in contemplation of such releaseSubsidiary becoming a Subsidiary Guarantor, in which case such Subsidiary shall execute and deliver to the Administrative Agent a Joinder Agreement within five (i5) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result Business Days of such releasePerson’s becoming a Subsidiary of the Borrower), cause each such Subsidiary to execute and deliver to the Administrative Agent a Joinder Agreement, and (iii) there is no other Indebtedness of such Subsidiary shall thereby become a Subsidiary Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if hereunder. Each such Subsidiary Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may electshall be specifically authorized, in accordance with its sole discretionrespective organizational documents, to cause any Subsidiary that is not otherwise required to be a Guarantor hereunder and to become a Guarantor execute the Guaranty. The Borrower shall further cause all representations, covenants and such Note Guarantee may be released at any time agreements in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including Loan Documents with respect to any Taxes) other than reasonable out-of-pocket expenses Guarantors to be true and correct in all material respects with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Administrative Agent such organizational agreements, resolutions, consents, opinions and other than reasonable expenses incurred in connection with any governmental or regulatory filings required documents and instruments as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures the Administrative Agent may reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtednessrequire. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. Borrower shall notify Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 10 days) Borrower shall (a) The Issuer will execute and deliver, or cause to be executed and delivered, to Administrative Agent all Security Documents, stock certificates, stock powers and other agreements and instruments as may be requested by Administrative Agent to ensure that Administrative Agent has a perfected security interest in all Equity Interests held by any Obligated Party in such Subsidiary, and (b) cause such Person to (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming by executing and delivering to Administrative Agent a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and Guaranty (y) or a joinder to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(iiany existing Guaranty). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event execute and deliver all Security Documents requested by Administrative Agent pledging to Administrative Agent for the benefit of Default would arise the Secured Parties all of its Property (subject to such exceptions as a result of such releaseAdministrative Agent may permit), subject, with respect to Oil and Gas Properties, the limitations set forth in clause (iii) there is no other Indebtedness below and take all actions required by Administrative Agent to grant to Administrative Agent for the benefit of Secured Parties a perfected first priority Lien on such Guarantor outstanding that was Incurred after property, including the Issue Date and that could not have been Incurred filing of UCC financing statements in compliance with this Indenture such jurisdictions as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisionsAdministrative Agent, subject to customary protections and indemnifications. (eiii) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses each Oil and other than reasonable expenses incurred in connection Gas Property owned by such Subsidiary, execute, acknowledge and deliver a Mortgage or Mortgages required to comply with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1)4.1, (2iv) deliver to Administrative Agent title opinions and/or other title information and data acceptable to Administrative Agent such that Administrative Agent shall have received, together with the title information previously delivered to Administrative Agent, acceptable title information sufficient to meet the requirements of Section 7.14; and (3v) deliver to Administrative Agent such other documents and instruments as Administrative Agent may reasonably require, including appropriate favorable opinions of this Section 4.21(g) cannot be avoided through measures reasonably available counsel to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies in form, content and scope reasonably satisfactory to such IndebtednessAdministrative Agent. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. The Company shall take all such action, and shall cause each of its Subsidiaries to take all such action, from time to time as shall be necessary or advisable to ensure that all Subsidiaries are Guarantors under the Guaranty. If the Company or any of its Subsidiaries is permitted to form or acquire any new Subsidiary pursuant to Section 9.9, the Company shall, or shall cause such new Subsidiary to, within five (5) days after receipt of the Purchaser’s consent to such formation or acquisition, execute and deliver (or cause the execution and delivery of): (a) The Issuer will cause a joinder agreement to the Guaranty, in form and substance satisfactory to the Purchaser, pursuant to which such Subsidiary (and its Subsidiaries, if any) would become a Guarantor, (b) such collateral security agreements, instrument and other documents, in form and substance reasonably satisfactory to the Purchaser, under which such Subsidiary would grant a valid first priority security interest and lien (subject only to the Liens of the Senior Lender) on all assets, properties and rights of such Subsidiary to secure the payment and performance in full of all Guarantied Obligations, (c) if such Subsidiary has any Subsidiaries, pledge agreements, together with (i) each Material certificates representing all of the Capital Stock of any Person owned by such Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantorsundated stock powers executed in blank, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on such other agreements, instruments, approvals or granted after other documents as may be requested by the Issue Date pursuant Purchaser in order to this Section 4.21 create, perfect, establish, and maintain a valid, first priority, perfected security interest and Lien in favor of the Purchaser (subject only to the Liens of the Senior Lender) or to effect the intent that such Subsidiary shall be released become bound by all of the terms, covenants and agreements contained in the other Investment Documents to which Guarantors are parties, and (e) opinions of counsel to the Company or such Subsidiary as set forth under Section 10.06to such matters as the Purchaser may request. In addition, Note Guarantees existing on or granted after the Issue Date pursuant Company shall grant to Section 4.21(a) may be released at the option Purchaser a valid first priority, perfected security interest and Lien (subject only to the Liens of the Issuer, if, at the date of such release, (iSenior Lender) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause Capital Stock of any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in secure the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsGuarantied Obligations. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Prior to the Investment Grade Release, but subject to the proviso to the definition of “Subsidiary Guarantor,” if any Person becomes a Domestic Subsidiary or an Intermediate Subsidiary Guarantor or any Domestic Subsidiary no longer qualifies as an Excluded Subsidiary (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary”), then: (i) each Material Subsidiary within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Parent Borrower shall: (A) notify the Administrative Agent in writing of the existence of such New Subsidiary; (B) provide the Administrative Agent with the U.S. taxpayer identification for such New Subsidiary; and (C) provide the Administrative Agent with any and all documentation and other than Excluded Subsidiaries) information that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the Act; and (ii) each Restricted within 45 days (or such longer period as the Administrative Agent shall agree) of such event, the Parent Borrower shall: (A) cause such New Subsidiary that ceases to be (unless such New Subsidiary is an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee Administrative Agent a supplemental indenture joinder agreement in substantially the form attached hereto as Exhibit G; and (B) deliver to this Indenture pursuant the Administrative Agent (x) the items referenced in Section 4.01(a)(iii) and (iv) with respect to such New Subsidiary and (y) if requested by the Administrative Agent, favorable opinions of counsel (which counsel may be in-house counsel and shall otherwise be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such New Subsidiary and the Loan Documents to which such Restricted New Subsidiary will provide is a Note Guaranteeparty as the Administrative Agent may reasonably request all in form, which Note Guarantee will be senior content and scope reasonably satisfactory to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Administrative Agent. (b) [Reserved]On and after the Investment Grade Release, if any Domestic Subsidiary becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Debt or any Person becomes an Intermediate Subsidiary Guarantor (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary Guarantor”), then: (i) within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (A) notify the Administrative Agent in writing of such event and the name of such New Subsidiary Guarantor; (B) provide the Administrative Agent with the U.S. taxpayer identification for such New Subsidiary Guarantor; and (C) provide the Administrative Agent with any and all documentation and other information that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the Act; and (ii) within 45 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (A) cause such New Subsidiary Guarantor to execute and deliver to the Administrative Agent a joinder agreement in substantially the form attached hereto as Exhibit G; and (B) deliver to the Administrative Agent (x) the items referenced in Sections 4.01(a)(iii) and (iv) with respect to such New Subsidiary Guarantor and (y) if requested by the Administrative Agent, favorable opinions of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such New Subsidiary Guarantor and the Loan Documents to which such New Subsidiary Guarantor is a party as the Administrative Agent may reasonably request all in form, content and scope reasonably satisfactory to the Administrative Agent. (c) [Reserved].Notwithstanding anything to the contrary contained in this Agreement: (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) In the Indebtedness which required event that the results of any such Note Guarantee has been released “know your customer” or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested similar investigation conducted by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including Administrative Agent with respect to any TaxesNew Subsidiary or New Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent, such New Subsidiary or New Subsidiary Guarantor, as applicable, shall not be permitted to become a Guarantor, and for the avoidance of doubt (a) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required no Default shall occur as a result ofthereof and (b) no Property owned or ground leased, directly or any measures pursuant indirectly, by such New Subsidiary or New Subsidiary Guarantor, as the case may be, shall be included as an Unencumbered Property unless (x) such Property satisfies all of the Unencumbered Property Criteria (other than the criterion requiring such New Subsidiary or New Subsidiary Guarantor to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2be a Subsidiary Guarantor) and (3y) of this Section 4.21(gthe Administrative Agent provides its prior written consent; and (ii) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted If any Foreign Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without provides a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion guaranty of the funds utilized to consummate Sabra Senior Notes or the transaction Existing Care Capital Notes or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary otherwise is or becomes a borrower or a guarantor of, or otherwise incurs or has incurred a payment obligation in respect of, any Unsecured Debt of the REIT Guarantor on or any Subsidiary thereof that is organized under the date on which laws of any state within the Guarantee United States (other than any Subsidiary of any other Subsidiary of the Parent Borrower that is Incurred andorganized under the laws of any jurisdiction other than a state within the United States), if applicable, executes then the REIT Guarantor and delivers the Parent Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the Trustee a supplemental indenture procedures described above in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessSection 6.14.

Additional Guarantors. (a) The Issuer will cause (i) each Material In the event that any Person becomes a Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to the Borrower shall within 30 days thereafter (or such longer period of time as the Collateral Agent may agree in its sole discretion) (i) cause any Restricted such Subsidiary to provide become a Note Guarantee Guarantor hereunder by executing and delivering to the extent Administrative Agent a Counterpart Agreement and for so long a Grantor under the Security Agreement by executing and delivering to the Collateral Agent the joinder agreement required thereunder, and (ii) take all such actions and execute and deliver, or cause to be executed and delivered, all such documents, instruments, agreements, and certificates reasonably requested by the Collateral Agent or required by the Collateral Documents. In the event that any Person becomes a Foreign Subsidiary of the Borrower (other than an Unrestricted Subsidiary), and the ownership interests of such Foreign Subsidiary are owned by any Loan Party, such Loan Party shall within 30 days thereafter (or such longer period of time as the Incurrence Collateral Agent may agree in its sole discretion) take all of the actions referred to in the Security Agreement necessary to grant a perfected security interest in favor of the Collateral Agent, for the benefit of the Secured Parties, under the Security Agreement in the Equity Interests of such Guarantee could reasonably be expected to give rise to or result in: Foreign Subsidiary (1) provided, that in no event shall more than 65% of the total outstanding Equity Interests of any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted such Foreign Subsidiary that is a partnership) shareholders of an Excluded Subsidiary be required to be so pledged). With respect to each such Restricted Subsidiary (orother than an Excluded Subsidiary) and Foreign Subsidiary, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of Borrower shall promptly send to the partners of such partnership); (3) any cost, expense, liability or obligation (including Administrative Agent written notice setting forth with respect to any Taxessuch Person (i) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing date on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary), and (ii) all of the data required to be set forth in Schedule 3.12 hereto; provided that this clause (4) applies only and such written notice shall be deemed to supplement Schedule 3.12 for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything all purposes hereof. If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the contraryAdministrative Agent in respect of such customary matters as may be reasonably requested by the Administrative Agent relating to any Counterpart Agreement or joinder agreement delivered pursuant to this Section, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course dated as of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessagreement.

Additional Guarantors. (a) The Issuer will cause Subject to compliance with paragraphs (c) and (d) of Clause 23.10 ("Know your customer" checks), the Borrower may request that any of its Subsidiaries become an Additional Guarantor or a Subsidiary must become an Additional Guarantor in order to comply with clause 25.5. That Subsidiary shall become an Additional Guarantor if: (i) each Material Subsidiary (other than Excluded Subsidiaries) the Borrower delivers to the Agent a duly completed and executed Accession Letter executed as a deed; (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities the Agent has received all of the Issuer or the Guarantorsdocuments and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, other than (solely with respect each in form and substance satisfactory to the Agent acting on the instructions of all Lenders; (iii) the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary member of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver Group accedes to the Security Trust Deed as an "Additional Obligor" by signing and delivering to the Security Trustee a supplemental indenture in Security Trust Deed Accession Deed and any other documents or information required under the form attached Security Trust Deed; and (iv) the relevant member of the Group accedes to this Indenture pursuant the Intercreditor Deed as an "Additional Obligor" by signing and delivering to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to the Security Trustee an Intercreditor Deed Accession Deed and any other documents or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in information required under the case of this Section 4.21 (a)(ii)Intercreditor Deed. (b) [Reserved]The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it acting on the instructions of all Lenders) all the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent). (c) [Reserved]. (d) Note Guarantees existing on The Agent shall not be liable for any damages, costs or granted after the Issue Date pursuant losses to this Section 4.21 shall be released as set forth under Section 10.06. In additionany person, Note Guarantees existing on any diminution in value or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise any liability whatsoever as a result of giving any such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsnotification. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will If a Minority Investment or Subsidiary shall at any time after the Effective Date become a U.S. Wholly-Owned Subsidiary, or if Holdings, or any U.S. Wholly-Owned Subsidiary of Holdings, otherwise shall incorporate, create or acquire any U.S. Wholly-Owned Subsidiary, Holdings shall cause such U.S. Wholly-Owned Subsidiary to furnish promptly, but in no event more than thirty (30) days thereafter, each of the following to the Administrative Agent, in sufficient quantities for each Lender: (i) each Material Subsidiary a duly executed notice and agreement in substantially the form of Exhibit G (other than Excluded Subsidiaries) and an “Additional Guarantor Assumption Agreement”); (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result A) copies of providing such Guaranteethe resolutions of the board of directors (or equivalent governing body) of any Public Debt or that Guarantees any syndicated credit facilities such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor Assumption Agreement and this Agreement, certified as of the Issuer date of such Additional Guarantor Assumption Agreement (the “Additional Guarantor Accession Date”) by the Secretary or the Guarantors, an Assistant Secretary (or other than appropriate officer) of such Subsidiary; (solely with respect to the relevant SubsidiaryB) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary certificate of the Issuer, in each case under this Section 4.21(a)(iiSecretary or Assistant Secretary (or other appropriate officer) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in Subsidiary certifying the case names and true signatures of this Section 4.21(a)(ii) and (y) the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable Organization Documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Trustee a supplemental indenture Administrative Agent and the Lenders, substantially in the form attached of Exhibit H; and (iii) (A) such amendments to this Indenture pursuant the schedules to the Security Agreement as shall be required in connection with the accession of such Subsidiary thereto; (B) executed UCC-1 financing statements furnished by the Administrative Agent in each jurisdiction in which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior filing is necessary to or pari passu with such Restricted Subsidiary’s Guarantee perfect the security interest of the Administrative Agent on behalf of the Lenders in the Collateral of such Subsidiary and in which the Administrative Agent requests that such filing be made, and (C) if requested by the Administrative Agent, such Mortgages and other Indebtedness documents as may be required to create and perfect a Lien in the case interests of this Section 4.21 (a)(ii)such Subsidiary in any real property and such title insurance policies and other documents as the Administrative Agent or the Majority Lenders may reasonably request in connection therewith. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 Additionally, Holdings and such Subsidiary shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, have executed and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture delivered to the contrary, the Issuer may elect, Administrative Agent (in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and sufficient quantities for each Lender) such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions other items as reasonably requested by the Issuer to effectuate any release of a Note Guarantee Administrative Agent in accordance connection with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary)including officers’ certificates, nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses search reports and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) certificates and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtednessdocuments. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Company shall ensure that at any time upon the occurrence of an Additional Guarantor Event in relation to a member of the Group, such member of the Group or another member of the Group that has borrowed or guaranteed such additional Financial Indebtedness (i) each Material Subsidiary or in relation to sub-paragraph (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guaranteec) of any Public Debt or that Guarantees any syndicated credit facilities the definition of the Issuer or the Guarantors“Additional Guarantor Event”, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the IssuerCompany that has been nominated to grant a Guarantee pursuant to Clause 18.4(h) (Senior Bonds Issue)) in each case which triggers an Additional Guarantor Event, shall accede as Additional Guarantors (if and when the relevant member of the Group can do so without violation of any applicable corporate or other laws), in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver by delivering to the Trustee a supplemental indenture Agent an Accession Agreement (substantially in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 as Schedule 3 (a)(iiAccession Agreement)) duly executed. (b) [Reserved]Upon execution and delivery of an Accession Agreement, the relevant member of the Group will irrevocably and unconditionally guarantee the full payment of interest, principal and any other amount due hereunder in accordance with this Clause 19 (Guarantee) and shall become an Additional Guarantor. (c) [Reserved]The Borrowers shall procure that, at the same time as an Accession Agreement is delivered to the Agent, there is also delivered to the Agent all those documents listed in Schedule 4 (Further Conditions Precedent) and other documents as the Agent may reasonably require in each case in form and substance satisfactory to the Agent. (d) Note Guarantees existing The execution of an Accession Agreement constitutes confirmation by the Additional Guarantor concerned that the representations and warranties set out in Clause 17 (Representations and Warranties) to be made by it on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such releasethe Accession Agreement are correct, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance if made with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture reference to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor facts and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationscircumstances then existing. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary The Company herewith irrevocably and unconditionally agrees to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights accept service of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred process in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) the Finance Documents for each Additional Guarantor incorporated outside the Federal Republic of this Section 4.21(g) undertaken Germany in connection with, such Guarantee, which in any case under any respect of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to legal actions instituted before the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not courts in the ordinary course Federal Republic of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessGermany.

Additional Guarantors. (a) The Issuer will cause With respect to (i) each Material any Person that is or becomes a Subsidiary (other than an Excluded SubsidiariesSubsidiary) and of the Borrower after the Restatement Effective Date, and/or (ii) each Restricted any Subsidiary of the Borrower that ceases to be an Excluded Subsidiary by providing after the Restatement Effective Date, on or prior to such time that such Person becomes a Guarantee Subsidiary (including each Restricted Subsidiary that other than an Excluded Subsidiary) or ceases to be an Excluded Subsidiary Subsidiary, as a result of providing applicable, unless the Exemption Condition exists at such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely time with respect to such Person, (w) cause such Person to execute a joinder agreement to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at Guaranty Agreement in form and substance reasonably satisfactory to the time such Excluded Subsidiary became a Subsidiary of the IssuerAdministrative Agent, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary deliver to the Administrative Agent (A) the items referenced in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee4.01(a)(iii), in the case of this Section 4.21(a)(ii(iv) and (yviii) with respect to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, Person and (iiiB) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions reasonably requested by the Issuer Administrative Agent, a favorable opinion of counsel (which counsel shall be reasonably acceptable to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded SubsidiaryAdministrative Agent), nor to cause any Restricted Subsidiary to provide a Note Guarantee addressed to the extent Administrative Agent and for so long each Lender, as to such matters concerning such Person and the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant Loan Documents to which such Person became is a Restricted Subsidiary); provided that this clause party as the Administrative Agent may reasonably request, (4y) applies only provide the Administrative Agent with the U.S. taxpayer identification for so long as such prepayment premium applies to such Indebtedness. Person (h) Notwithstanding anything to or the contraryequivalent thereof, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course event such Person is not organized under the laws of business the United States, any State thereof or Guarantee the District of Columbia) and (z) provide the Administrative Agent and each Lender with all documentation and other information that the Administrative Agent or such Lender requests in order to comply with its obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the PATRIOT Act, and the results of any Indebtedness unless such Subsidiary is “know your customer” or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers similar investigation conducted by Administrative Agent or any Lender shall be satisfactory to the Trustee a supplemental indenture Administrative Agent or such Lender in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessall respects.

Additional Guarantors. (a) The Issuer will cause If any Domestic Subsidiary becomes a borrower or a guarantor of, or otherwise incurs a payment obligation in respect of, any Unsecured Debt or any Person becomes an Intermediate Subsidiary Guarantor (each such Domestic Subsidiary and Intermediate Subsidiary Guarantor being referred to as a “New Subsidiary Guarantor”), then: (i) each Material within 30 days (or such longer period as the Administrative Agent shall agree) of such event, the Borrower shall: (A) notify the Administrative Agent in writing of such event and the name of such New Subsidiary Guarantor; (B) provide the Administrative Agent with the U.S. taxpayer identification for such New Subsidiary Guarantor; and (C) provide the Administrative Agent with any and all documentation and other than Excluded Subsidiaries) information that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with its obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the Patriot Act, the Canadian AML Acts and the Beneficial Ownership Regulation; and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee within 45 days (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary or such longer period as a result of providing such Guaranteethe Administrative Agent shall agree) of any Public Debt or that Guarantees any syndicated credit facilities of such event, the Issuer or the Guarantors, other than Borrower shall: (solely with respect to the relevant SubsidiaryA) any Guarantees of Public Debt or syndicated credit facilities that exist at the time cause such Excluded New Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee Administrative Agent a supplemental indenture joinder agreement in substantially the form attached hereto as Exhibit G; and (B) deliver to this Indenture pursuant the Administrative Agent (x) the items referenced in Sections 4.01(a)(iii) and (iv) with respect to such New Subsidiary Guarantor and (y) if requested by the Administrative Agent, favorable opinions of counsel (which counsel shall be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such matters concerning such New Subsidiary Guarantor and the Loan Documents to which such Restricted New Subsidiary will provide Guarantor is a Note Guaranteeparty as the Administrative Agent may reasonably request all in form, which Note Guarantee will be senior content and scope reasonably satisfactory to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Administrative Agent. (b) [Reserved].Notwithstanding anything to the contrary contained in this Agreement: (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) In the Indebtedness which required event that the results of any such Note Guarantee has been released “know your customer” or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested similar investigation conducted by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including Administrative Agent with respect to any TaxesNew Subsidiary Guarantor are not reasonably satisfactory to the Administrative Agent, such New Subsidiary Guarantor, as applicable, shall not be permitted to become a Guarantor, and for the avoidance of doubt (a) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required no Default shall occur as a result ofthereof and (b) no Property owned or ground leased, directly or any measures pursuant indirectly, by such New Subsidiary Guarantor, as the case may be, shall be included as an Unencumbered Property unless (x) such Property satisfies all of the Unencumbered Property Criteria (other than the criterion requiring such New Subsidiary Guarantor to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2be a Subsidiary Guarantor) and (3y) of this Section 4.21(gthe Administrative Agent provides its prior written consent; and (ii) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted If any Foreign Subsidiary is prohibited from Incurring such Guarantee by the terms provides a guaranty of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all Sabra Senior Notes or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary otherwise is or becomes a borrower or a guarantor of, or otherwise incurs or has incurred a payment obligation in respect of, any Unsecured Debt of the REIT Guarantor on or any Subsidiary thereof that is organized under the date on which laws of any state within the Guarantee United States (other than any Subsidiary of any other Subsidiary of the Parent Borrower that is Incurred andorganized under the laws of any jurisdiction other than a state within the United States), if applicable, executes then the REIT Guarantor and delivers the Parent Borrower shall cause each such Foreign Subsidiary to become a Subsidiary Guarantor hereunder through the Trustee a supplemental indenture procedures described above in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessSection 6.14.

Additional Guarantors. (a) The Issuer will cause Company must ensure that, subject to paragraph (b) below: (i) within 30 days of the Additional Undertaking Date or, if later, within 45 days of such person becoming a Material Subsidiary, each Material Subsidiary which is a member of the Merck Group becomes a Guarantor; and (ii) within 30 days of the later of: (A) the Additional Undertaking Date; (B) the date on which the BidCo DPLPA has become effective (unless the board of directors of Target objects to such guarantee and such objection is based on legitimate legal concerns which cannot be avoided by the Company by taking appropriate steps), or, if later, within 45 days of such person becoming a Material Subsidiary, Target and each Material Subsidiary which is a member of the Target Group becomes a Guarantor. (b) The Company need not perform its obligations under paragraph (a) above: (i) if the accession of a Material Subsidiary to this Agreement as a Guarantor would result in an event of default under any finance instrument or agreement binding on such Material Subsidiary in existence at the date hereof which event of default would cause a breach of Clause 24.7 (Cross default); or (ii) if it is unlawful for the relevant Material Subsidiary to become a Guarantor and/or that Material Subsidiary becoming a Guarantor could result in a personal liability for that Material Subsidiary’s directors or management. Each Obligor must use, and procure that the relevant Material Subsidiary uses, all reasonable endeavours lawfully available to avoid any such unlawfulness or personal liability (including without limitation agreeing appropriate limitations to the terms of the guarantee); or (iii) in respect of a Material Subsidiary which is only required to become a Guarantor because it is a Material Subsidiary by virtue of the operation of paragraph (g) of the definition of Material Subsidiary in Clause 1.1 (Definitions); or (iv) in respect of a Material Subsidiary (other than Excluded Subsidiariesthe Target) and which is a public company listed on a stock exchange (iibörsennotiert) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, this Agreement and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Unconditional Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies but only for so long as such prepayment premium applies to such Indebtednessit remains a public listed company. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Subject to compliance with clauses 20.10(c) and 20.10(d) ("Know your customer" checks) and without prejudice to the Borrower’s obligations set out under 22.5 (Guarantor Coverage), the Borrower may request that any Group member become an Additional Guarantor or a Group member must become an Additional Guarantor in order to comply with clause 22.5 (Guarantor Coverage). That Subsidiary shall become an Additional Guarantor if: (i) each Material Subsidiary (other than Excluded Subsidiaries) the Borrower delivers to the Agent a duly completed and executed Accession Letter executed as a deed; (ii) each Restricted Subsidiary that ceases the Agent has received all of the documents and other evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such GuaranteeAdditional Obligor) of any Public Debt or Schedule 2 (Conditions precedent) in relation to that Guarantees any syndicated credit facilities Additional Guarantor, each in form and substance satisfactory to the Agent acting on the instructions of all Lenders; (iii) the relevant member of the Issuer or the Guarantors, other than (solely with respect Group accedes to the Security Trust Deed as an "Additional Obligor" by signing and delivering to the Security Trustee a Security Trust Deed Accession Deed and any other documents or information required under the Security Trust Deed; and (iv) the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary member of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver Group accedes to the Intercreditor Deed as an "Additional Obligor" by signing and delivering to the Security Trustee a supplemental indenture in an Intercreditor Deed Accession Deed and any other documents or information required under the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Intercreditor Deed. (b) [Reserved]The Agent shall notify the Borrower and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it acting on the instructions of all Lenders) all the documents and other evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Additional Obligor) of Schedule 2 (Conditions precedent). (c) [Reserved]. (d) Note Guarantees existing on The Agent shall not be liable for any damages, costs or granted after the Issue Date pursuant losses to this Section 4.21 shall be released as set forth under Section 10.06. In additionany person, Note Guarantees existing on any diminution in value or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise any liability whatsoever as a result of giving any such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that datenotification. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Loan Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.Subscription Agreement | DLA Piper | 113

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary In the event that ceases to be an Excluded Subsidiary the Borrower shall request that certain Real Estate which is directly or indirectly owned or leased by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Wholly-Owned Subsidiary of the IssuerBorrower be included as a Borrowing Base Asset as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Asset in accordance with the terms thereof, the Borrower shall, as a condition to such Real Estate being included as a Borrowing Base Asset, in addition to the requirements of §7.20, cause each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to such Wholly-Owned Subsidiary (x) become and any Wholly-Owned Subsidiary of the Borrower that is a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision direct or indirect parent of such Guarantee, in the case of this Section 4.21(a)(ii) and (yWholly-Owned Subsidiary) to execute and deliver to the Trustee Agent a supplemental indenture in Joinder Agreement, and such Subsidiary shall become a Guarantor hereunder and under the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06Loan Documents. In addition, Note Guarantees existing on in the event that the Borrower shall request that certain Real Estate owned or granted after leased directly or indirectly by an Approved JV shall be included as a Borrowing Base Asset as contemplated by §5.3 and such Real Estate is included as a Borrowing Base Asset in accordance with the Issue Date pursuant terms thereof, and the applicable organizational agreements of such Approved JV which directly or indirectly owns or leases such Real Estate permit such Person to Section 4.21(a) may be released at execute and deliver to the option Agent a Joinder Agreement and become a Guarantor hereunder and under the other Loan Documents without the need for any consent or authorization by any Person other than the Borrower or a Subsidiary thereof, then the Borrower shall, as a condition to such Real Estate of an Approved JV being included as a Borrowing Base Asset, in addition to the requirements of §7.20, cause each such Approved JV to execute and deliver to the Agent a Joinder Agreement, and such Approved JV shall become a Guarantor hereunder and under the other Loan Documents. Each Subsidiary of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise Borrower required to be a Guarantor pursuant to this §5.5 shall be specifically authorized, in accordance with its respective organizational agreements, to be a Guarantor hereunder and under the other Loan Documents and to execute the Contribution Agreement and such Security Documents as the Agent may require. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Guarantors to be true and correct with respect to each such Subsidiary. In connection with the delivery of such Joinder Agreement, the Borrower shall deliver to the Agent such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Agent may reasonably require (it being understood, with respect to any Approved JV, that the Agent shall not require the Borrower to obtain any consent or authorization by any Person other than the Borrower or a Subsidiary thereof in order for such Person to become a Guarantor hereunder or under the other Loan Documents and if any such Note Guarantee may consent or authorization is required for such Approved JV to become a Guarantor hereunder or thereunder, then such Approved JV shall not be released at required to become a Guarantor hereunder or thereunder as a condition for the Real Estate of such Approved JV to be included as a Borrowing Base Asset). For the avoidance of doubt, if any time in Approved JV becomes a Wholly-Owned Subsidiary of the Issuer’s sole discretion. The Trustee Borrower as a result of the Borrower or any Subsidiary acquiring one-hundred percent (100%) of the Equity Interests of such Approved JV, such Approved JV shall (to the extent action is not already a Guarantor) be required by it) shall take all necessary actions requested by to become a Guarantor hereunder and under the Issuer other Loan Documents pursuant to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for this §5.5 so long as such entity is an Excluded Subsidiary)it directly or indirectly owns or leases Real Estate included as a Borrowing Base Asset, nor to cause any Restricted Subsidiary to provide a Note Guarantee and the Borrower shall deliver to the extent Agent, within ten (10) Business Days after such Approved JV becomes a Wholly-Owned Subsidiary, a Joinder Agreement and for so long such organizational agreements, resolutions, consents, opinions and other documents and instruments as the Incurrence of such Guarantee could Agent may reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred require in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtednesstherewith. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (cb) [Reserved]. (d) Note Loan Guarantees existing on or granted after the Issue IssueEffective Date pursuant to this Section 4.21 5.14 of the Credit Agreement shall be released as set forth under in Section 10.0612 of the Facility Guaranty. In addition, Note Loan Guarantees existing on or granted after the Issue IssueEffective Date pursuant to Section 4.21(a5.14(i)(z) of the Credit Agreement may be released at the option of the IssuerBorrower, if, if at the date of such release, (i) the Indebtedness which required such Note Loan Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue IssueEffective Date and that could not have been Incurred in compliance with this Indenture Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture Agreement to the contrary, the Issuer Borrower may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Loan Guarantee may be released at any time in the IssuerBorrower’s sole discretion. The Trustee Administrative Agent and the Security Agent (to the extent action is required by itthem) shall each take all necessary actions requested by the Issuer Borrower, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Loan Guarantee in accordance with these provisionsthis Section 4.16(b), subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (gc) Notwithstanding the foregoing, the Issuer Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Note Loan Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Loan Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g4.16(c)(1) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g4.16(c) cannot be avoided through measures reasonably available to the Issuer Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness existing on the Issue Date of such Restricted Subsidiary existing on the Issue Effective Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) . Notwithstanding anything to the contrary, the Issuer Borrower will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor and Pledgor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee (x) a supplemental indenture in the form attached to this Indenture Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Note Loan Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessIndebtedness and (y) a Pledge Supplement.

Additional Guarantors. (a) The Issuer will Borrower shall cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases is a Wholly-Owned Subsidiary and a Material Subsidiary, and is not already a Guarantor (each, a “Subject Subsidiary”), to be an Excluded Subsidiary by providing become a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result Guarantor in accordance with the provisions of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii7.16 no later than the required date of delivery of a Compliance Certificate in accordance with Section 7.1(iv) for the fiscal quarter during which the Relevant Guarantor Date for such Subject Subsidiary occurs, or by such later date as the Administrative Agent may agree in an amount greater than $50 million, to its reasonable discretion. The “Relevant Guarantor Date” for any Subject Subsidiary means the date that is the latest of (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guaranteedate it is formed or acquired, in the case of this Section 4.21(a)(ii) and (y) to execute the date it becomes a Wholly-Owned Subsidiary and deliver to (z) the Trustee date it becomes or is designated as a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Material Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) Borrower may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there designate any other Restricted Subsidiary that is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretionmanner provided below. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as Any such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case designation of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners Borrower as a Guarantor shall be effected by the delivery by the Borrower to the Administrative Agent of each of the following: (i) Notice by the Borrower identifying such partnership)Guarantor, the state of its organization, and the ownership of the Capital Stock in such Guarantor; (ii) A Supplemental Guaranty duly executed and delivered by such Guarantor; and (3iii) any cost, expense, liability or obligation (including Documents with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred such Guarantor addressing the requirements set forth in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1iv), (2v), (vi) and (3xiii) of this Section 4.21(g) cannot 5.1. Upon the Administrative Agent’s receipt of the foregoing, all of which shall be avoided through measures reasonably available satisfactory to the Issuer or Administrative Agent in form and substance, such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes Borrower shall be a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessLoan Party hereunder.

Additional Guarantors. (a) The Issuer will cause (i) each In the event that any Person becomes a Material Domestic Subsidiary (other than any Excluded SubsidiariesSubsidiary), the Borrower shall (i) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and an Unrestricted Subsidiary becoming a Material Domestic Subsidiary, substantially concurrently with the provision redesignation or deemed redesignation thereof as a Restricted Subsidiary pursuant to Section 5.12 or (ii) otherwise, 60 days thereafter (or such longer period of time as the Administrative Agent may agree in its reasonable discretion) cause such Material Domestic Subsidiary to become a Guarantor hereunder by executing and delivering to the Administrative Agent a Counterpart Agreement. If reasonably requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower in form and substance reasonably satisfactory to the Administrative Agent in respect of such Guarantee, in customary matters as may be reasonably requested by the case of Administrative Agent relating to any Counterpart Agreement delivered pursuant to this Section 4.21(a)(ii) and (y) to execute and deliver to 5.10(a), dated as of the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee date of such other Indebtedness in the case of this Section 4.21 (a)(ii)agreement. (b) [Reserved]. With respect to each Material Domestic Subsidiary of the Borrower referred to in clause (ca) [Reserved]. (d) Note Guarantees existing on or granted above, the Borrower shall promptly after delivering the Issue Date financial statements pursuant to this Section 4.21 shall be released Sections 5.1(a) or (b), as set the case may be, send to the Administrative Agent written notice setting forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause Material Domestic Subsidiary and (4ii) applies only for so long as such prepayment premium applies all of the data required to be set forth in Schedule 3.12 to the Disclosure Letter with respect to such Indebtedness. (h) Notwithstanding anything Material Domestic Subsidiary; and such written notice shall be deemed to supplement Schedule 3.12 to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessDisclosure Letter for all purposes hereof.

Additional Guarantors. (a) The Issuer will cause Subject to compliance with the provisions of paragraphs (i) each Material Subsidiary (other than Excluded Subsidiariesc) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guaranteed) of Clause 23.9 (“Know your customer” checks), the Company may request that any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became its Subsidiaries which is not incorporated in a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) Restricted Jurisdiction become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Guarantor. (b) [Reserved]Subject to the Agreed Security Principles, the Company shall ensure that each member of the Group identified in Part 3 of Schedule 2 (Conditions Precedent) as an Obligor shall become an Additional Guarantor and shall grant the Transaction Security specified opposite the name of that member of the Group in Part 3 of Schedule 2 (Conditions Precedent) on or before the Closing Date. (c) [Reserved]Subject to the Agreed Security Principles, the Company shall procure that following the Closing Date any other member of the Group which is a Material Company shall, as soon as reasonably practicable and in any event within 60 days after becoming a Material Company, become an Additional Guarantor and, subject to the Agreed Security Principles, grant such Transaction Security as the Agent may require (acting reasonably) and shall accede to the Intercreditor Agreement in accordance with the terms thereof, provided that no Subsidiary of the Company incorporated in the People’s Republic of China, the Slovak Republic or the Czech Republic shall be required to become an Additional Guarantor or grant Transaction Security. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option A member of the Issuer, Group shall become an Additional Guarantor if, at the date of such release, : (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, Company and the proposed Additional Guarantor deliver to the Agent a duly completed and executed Accession Deed; and (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as Agent has received all of the date Incurred documents and other evidence listed in Part 2 and, if such Guarantor were not a Guarantor as at applicable, Part 3 of Schedule 2 (Conditions Precedent) in relation to that date. Notwithstanding anything Additional Guarantor, each in this Indenture form and substance satisfactory to the contraryAgent, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsacting reasonably. (e) [Reserved]. The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (fin form and substance satisfactory to it, acting reasonably) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting all the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses documents and other than reasonable expenses incurred evidence listed in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred Part 2 and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee Part 3 of such other IndebtednessSchedule 2 (Conditions Precedent).

Additional Guarantors. (a) The Issuer will cause (i) each Material Subject to paragraph (ii) below, the Company or any Permitted Affiliate Parent may, upon not less than 5 Business Days prior written notice to the Administrative Agent, request that any of their respective Subsidiaries, any Permitted Affiliate Parent, or any Subsidiary of the Ultimate Parent (other than Excluded Subsidiariesa Subsidiary of the Company or a Permitted Affiliate Parent) and (a “Proposed Affiliate Subsidiary”) becomes an Additional Guarantor (and, if not already, a member of the Restricted Group) under this Agreement. (ii) each Such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary may become an Additional Guarantor if: (A) such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary, as applicable, and the Company deliver to the Administrative Agent a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; (B) the Company confirms that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary no Event of Default is continuing or would occur as a result of providing that member of the Restricted Group, such GuaranteePermitted Affiliate Parent, or such Proposed Affiliate Subsidiary becoming an Additional Guarantor; (C) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least 3 days prior to the date of accession of such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary as an Additional Guarantor, all documentation and other information about such member of the Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary required under applicable “know your customer” and anti-money laundering rules and regulations, including the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Public Debt Lender) or that Guarantees any syndicated credit facilities Lender (through the Administrative Agent and for itself) in writing at least 10 days prior to the date of accession of such member of the Issuer Restricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary as an Additional Guarantor; (D) the GuarantorsAdministrative Agent has received all of the documents and other evidence listed in Schedule 10.21 in relation to that member of the Restricted Group, other than (solely with respect such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary, each in form and substance reasonably satisfactory to the relevant SubsidiaryAdministrative Agent; and (E) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary member of the IssuerRestricted Group, such Permitted Affiliate Parent, or such Proposed Affiliate Subsidiary shall have entered into all documentation required for it to accede to the applicable Intercreditor Agreement as an Additional Guarantor (as defined thereunder). (iii) The Administrative Agent shall notify the Company and the Lenders promptly upon being satisfied that the conditions specified in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to clause (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(iii) above and substantially concurrently with the provision of such Guarantee(and, in the case of this any Permitted Affiliate Parent, Section 4.21(a)(ii10.21(a)) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationssatisfied. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT This SECOND AMENDED AND RESTATED SUBSIDIARY GUARANTEE AGREEMENT, dated as of April 24, 2000, is made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the "Guarantors"), in favor of Bank of America, N.A., as Administrative Agent (in such capacity, the "Administrative Agent") for (a) The Issuer will cause the banks and other financial institutions or entities (icollectively, the "Facility A Lenders") each Material Subsidiary from time to time parties to the Second Amended and Restated Credit Agreement, dated as of April 24, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the "Facility A Credit Agreement"), among L-3 Communications Corporation, a Delaware corporation (the "Borrower"), the Facility A Lenders, ▇▇▇▇▇▇ Commercial Paper Inc. ("LCPI"), as documentation agent (in such capacity, the "Facility A Documentation Agent"), LCPI as syndication agent (in such capacity, the "Facility A Syndication Agent"; and together with the Facility A Documentation Agent and the Administrative Agent, the "Facility A Agents"), LCPI and Banc of America Securities LLC (f/k/a BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) as arrangers (in such capacity, the "Facility A Arrangers"), the Administrative Agent and certain other than Excluded Subsidiariesentities named therein as Co-Agents, which amended and restated in its entirety that certain Amended and Restated Credit Agreement dated as of August 13, 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Original Facility A Credit Agreement") among the Borrower, the Agents party thereto (the "Original Facility A Agents", including the Administrative Agent party thereto, the "Original Facility A Administrative Agent"), the lenders party thereto (the "Original Facility A Lenders") and LCPI and BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (iin/k/a Banc of America Securities LLC ) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantorsarrangers, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. the banks and other financial institutions or entities (the "Facility B Lenders"; and together with the Facility A Lenders, the "Lenders"), from time to time parties to the Amended and Restated 364 Day Credit Agreement, dated as of April 24, 2000 (as amended, restated, supplemented or otherwise modified from time to time, the "Facility B Credit Agreement"), among the Borrower, the Administrative Agent, LCPI as documentation agent (in such capacity, the "Facility B Documentation Agent"), LCPI as syndication agent (in such capacity, the "Facility B Syndication Agent"; and together with the Facility B Documentation Agent and the Administrative Agent, the "Facility B Agents"), LCPI and Banc of America Securities LLC (f/k/a BankAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇) as arrangers (in such capacity, the "Facility B Arrangers"), the Administrative Agent and certain other entities named therein as Co-Agents, which amended and restated in its entirety that certain 364 Day Credit Agreement dated as of August 13, 1998 (as amended, restated, supplemented or otherwise modified prior to the date hereof, the "Original Facility B Credit Agreement"; and together with the Original Facility A Credit Agreement, the "Original Credit Agreements") among the Borrower, the Administrative Agent (the "Original Facility B Administrative Agent"; and together with the Original Facility A Administrative Agent, the "Original Administrative Agents"), the other Agents party thereto (together with the Original Facility B Administrative Agent, the "Original Facility B Agents"; and together with the Original Facility A Agents, the Original Agents"), the lenders party thereto (the "Original Facility B Lenders"; and together with the Original Facility A Lenders, the "Original Lenders") and LCPI and BancAmerica ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (n/k/a Banc of America Securities LLC ) as arrangers, and (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses banks and other than reasonable expenses incurred in connection with any governmental financial institutions or regulatory filings required as a result of, or any measures pursuant to clause entities (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.the

Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee80%) of any Public Debt or that Guarantees any syndicated credit facilities the Adjusted Net Operating Income for all Unencumbered Assets of the Issuer or Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the Guarantors, other than (solely time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time Borrower and approved by Administrative Agent (such Excluded Subsidiary became a Subsidiary of the Issuerapproval not to be unreasonably withheld), in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver a Guaranty to the Trustee Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a supplemental indenture nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form attached to this Indenture required pursuant to Section 5.6 (c)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which such Restricted contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary will provide a Note Guaranteeof the Borrower, whether presently existing or hereafter formed or acquired, which Note Guarantee will be senior is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Subsidiary to or pari passu execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with such Restricted Subsidiary’s Guarantee certificates and attachments of such other Indebtedness a nature similar to those described in the case of this Section 4.21 (a)(ii). (b5.1(b) [Reserved]. and (c) [Reserved]. (d) Note Guarantees existing on or granted after with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date form required pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, 5.6 (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that datec)). Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be obligated to cause applicable from and after the occurrence of, and during the continuance of, (i) an Excluded Event of Default, or (ii) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by ▇▇▇▇▇’▇ of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary to provide a Note Guarantee of the Borrower (for so long as such entity is other than an Excluded Subsidiary), nor ) which has not executed a Guaranty to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including immediately comply with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) requirements of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1Section), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary In the event that ceases to be an Excluded Subsidiary the Borrower shall request that certain Real Estate owned or leased by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Wholly-Owned Subsidiary of the IssuerBorrower be included as an Unencumbered Pool Asset, the Borrower shall as a condition thereto, in addition to the requirements of §7.20, cause each case under this Section 4.21(a)(ii) such Wholly-Owned Subsidiary, and each other Wholly-Owned Subsidiary of the Borrower which owns, directly or indirectly, Equity Interests in an amount greater than $50 millionsuch Wholly-Owned Subsidiary, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee Agent a supplemental indenture in the form attached to this Indenture pursuant to which Joinder Agreement, and such Restricted Subsidiary will provide shall become a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06Guarantor hereunder and thereunder. In addition, Note Guarantees existing on or granted after in the Issue Date event any Subsidiary of the REIT shall constitute a Material Subsidiary pursuant to Section 4.21(aclause (c) may be released at the option of the Issuerdefinition thereof, ifBorrower shall promptly cause such Subsidiary to execute and deliver to Agent a Joinder Agreement, at and such Subsidiary shall become a Subsidiary Guarantor hereunder. In addition, in the date event any Subsidiary of REIT shall constitute a Material Subsidiary within the meaning of clause (d) of the definition thereof, the Borrower shall cause such releaseSubsidiary, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of condition to such releaseSubsidiary’s becoming an obligor or guarantor with respect to such other Unsecured Indebtedness described therein, to execute and deliver to Agent a Joinder Agreement, and (iii) there is no other Indebtedness of such Subsidiary shall thereby become a Subsidiary Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if hereunder. Each such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may electSubsidiary shall be specifically authorized, in accordance with its sole discretionrespective organizational documents, to cause any Subsidiary that is not otherwise required to be a Guarantor hereunder and thereunder and to become a Guarantor execute the Contribution Agreement. The Borrower shall further cause all representations, covenants and such Note Guarantee may be released at any time agreements in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including Loan Documents with respect to any Taxes) other than reasonable out-of-pocket expenses the Guarantors to be true and other than reasonable expenses incurred in connection correct with any governmental or regulatory filings required as a result ofrespect to each such Subsidiary. Additionally, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding notwithstanding anything to the contrarycontrary contained herein, for any Approved Foreign Entity which is required to become an Additional Subsidiary Guarantor pursuant to this Agreement, Agent may require that such Approved Foreign Entity execute and deliver a separate Guaranty (in addition to or in lieu of a Joinder Agreement), which Guaranty shall contain such provisions as are reasonably required by Agent for purposes of aiding in the enforceability and collectability of such Guaranty (including, any judgment arising thereunder) against any such Subsidiary in its jurisdiction of organization, the Issuer will not permit CSC TKRjurisdiction in which Real Estate or other assets owned by such Approved Foreign Entity are located and in such other jurisdictions as the Agent may reasonably require. In connection with the delivery of any Joinder Agreement or separate Guaranty, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers Borrower shall deliver to the Trustee a supplemental indenture in Agent such customary organizational agreements, resolutions, consents, opinions and other documents and instruments as the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessAgent may reasonably require.

Additional Guarantors. (a) The Issuer will cause If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded SubsidiariesCollateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) each Restricted Subsidiary that ceases take all actions necessary to cause such Lien to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect duly perfected to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at extent required by the time such Excluded Subsidiary became a Subsidiary of the Issuer, Security Documents in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently accordance with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)all applicable laws. (b) [Reserved]If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer Borrower and the Guarantors shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary)required, nor shall the Administrative Agent be authorized, (A) to cause take any Restricted Subsidiary additional steps to provide a Note Guarantee to perfect the extent above described pledges and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: security interests by any means other than by (1) any violation filings pursuant to the Uniform Commercial Code in the office of applicable law the secretary of state (or regulation; similar central filing office) of the relevant State(s) and filings with the USPTO and the USCO and (2) any liability for delivery to the officers, directors or Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (except in the case of a Restricted Subsidiary that is a partnershipother than Holdings) shareholders of such Restricted Subsidiary (orand Material Foreign Subsidiaries, in each case as expressly required herein or by the case of a Restricted Subsidiary that is a partnershipLoan Documents, directors or shareholders of the partners of such partnership); (3B) to take any cost, expense, liability or obligation (including action with respect to any Taxesassets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other than reasonable outSecurity Documents that will be governed under the laws of any non-of-pocket expenses and U.S. jurisdiction other than reasonable expenses incurred in connection than, with respect to the pledge of the Equity Interests of any governmental or regulatory filings required as a result ofMaterial Foreign Subsidiary, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1the Applicable Foreign Jurisdiction), (2C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (3D) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; enter into any control agreement with respect to any Collateral or (4E) such Restricted Subsidiary is prohibited from Incurring such Guarantee by to require the terms amendment of any Indebtedness of such Restricted limited liability company agreements or other organizational documents for any Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contraryBorrower, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur certification of uncertificated securities or the delivery of any Indebtedness not director resignation letters in the ordinary course respect of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessForeign Subsidiaries.

Additional Guarantors. (a) The Issuer will Each of the Credit Parties shall cause (i) each Material of its Restricted Subsidiaries that is a Domestic Subsidiary (other than Excluded Subsidiariesan Inactive Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures that becomes a Wholly-Owned Subsidiary of a Credit Party, (iii) each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary and (iv) upon the repayment of the Solvay Bonds and any refinancing thereof permitted by Section 6.3(c) that prohibits Solvay LCC from becoming a U.S. Guarantor hereunder, Solvay LLC, to promptly become a U.S. Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Restricted Subsidiary that ceases to be an Excluded by a Credit Party, such Permitted Joint Venture becoming a Wholly-Owned Subsidiary by providing of a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt Credit Party or that Guarantees any syndicated credit facilities the repayment of the Issuer Solvay Bonds (or the Guarantorssuch other Indebtedness of Solvay LLC), other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities as applicable; provided, however, that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(iany such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period referenced above and substantially concurrently with shall begin on the provision earlier of (i) such Guarantee, in Restricted Subsidiary acquiring any assets or (ii) the case consummation of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to Permitted Acquisition for which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee was formed. The delivery of such documents shall be accompanied by such other Indebtedness in documents as the case Agents may reasonably request (including, without limitation, certificates of this Section 4.21 (a)(iiincorporation, articles of incorporation and bylaws, membership operating agreements, good standing certificates, opinion letters and appropriate resolutions of the Board of Directors of any such Guarantor). (b) [Reserved]Each of the Credit Parties shall cause (i) each of its Restricted Subsidiaries incorporated under the laws of Canada or a province thereof (other than an Inactive Subsidiary) and not existing as of the Closing Date, (ii) each of its Permitted Joint Ventures incorporated under the laws of Canada that becomes a Wholly-Owned Subsidiary of a Credit Party and (iii) each of its Inactive Subsidiaries that no longer qualifies as an Inactive Subsidiary, to promptly become a Canadian Guarantor hereunder by promptly executing and delivering a Joinder Agreement, within thirty (30) days of the creation or acquisition of any such Restricted Subsidiary by a Credit Party or other Restricted Subsidiary of a Credit Party or such Permitted Joint Venture becoming a Wholly-Owned Subsidiary of a Credit Party; provided, however, that in the case of any such Restricted Subsidiary which holds no assets and is formed solely to effectuate a Permitted Acquisition, the thirty (30) day period referenced above shall begin on the earlier of (i) such Restricted Subsidiary acquiring any assets or (ii) the consummation of the Permitted Acquisition for which such Restricted Subsidiary was formed. The delivery of such documents shall be accompanied by such other documents as the Canadian Agent may reasonably request (including, without limitation, certificates of incorporation, articles of incorporation and bylaws, membership operating agreements, opinion letters and appropriate resolutions of the Board of Directors of any such Guarantor). (c) [Reserved]. (d) Note Guarantees existing on In the event that a Borrower or granted after any Restricted Subsidiary sells any Guarantor in a transaction permitted by Section 6.4, or in the Issue Date pursuant to event the Company designates any Restricted Subsidiary as an Unrestricted Subsidiary in accordance with the terms of this Section 4.21 Credit Agreement, then such Guarantor shall be released as set forth from all obligations under Section 10.06this Credit Agreement. In addition, Note Guarantees existing on or granted after Such release shall occur upon the Issue Date pursuant to Section 4.21(a) may be released at the option consummation of the Issuersale or designation of any Restricted Subsidiary as an Unrestricted Subsidiary, if, at as the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such releasecase may be, and (iii) there is no the Administrative Agent shall execute and deliver any releases or other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions documents reasonably requested by the Issuer Company to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationssuch release. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (or, if earlier, within three (3) Business Days after the date such New Subsidiary (as hereinafter defined) becomes a guarantor of, or otherwise incurs a payment obligation under, the Indebtedness evidenced by the notes issued pursuant to any KWI Note Indenture (or such longer period as the Administrative Agent shall agree)) (such date, the “Notification Date”); (i) notify the Administrative Agent in writing of the existence of each Material Required Subsidiary Guarantor that is not at such time a Guarantor (other than Excluded Subsidiaries) and each such Person being referred to as a “New Subsidiary”); and (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Restricted such New Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantorsequivalent thereof, other than (solely with respect to any such Foreign Subsidiary). In addition, the relevant Parent Borrower shall promptly provide the Administrative Agent with any and all documentation and other information that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with the Administrative Agent’s or such ▇▇▇▇▇▇’s obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation; and (b) Within 5 Business Days after the Notification Date (or such longer period as the Administrative Agent shall agree), cause each such New Subsidiary (to the extent such New Subsidiary is not an Excluded Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to to: (xi) become a Guarantor within 30 days of becoming by executing and delivering to the Administrative Agent a Material New York law joinder agreement in substantially the form attached hereto as Exhibit E; provided that any Guarantee provided by a Foreign Subsidiary shall be subject to any local law limitations on such Guarantee which are applicable to such Foreign Subsidiary as may be agreed between the Parent Borrower, such Foreign Subsidiary and the Administrative Agent, each acting reasonably, and as specified in the case of applicable joinder agreement; and (ii) deliver to the Administrative Agent (x) the items referenced in Section 4.21(a)(i4.01(a)(iii) above and substantially concurrently (iv) with the provision of respect to such Guarantee, in the case of this Section 4.21(a)(ii) New Subsidiary and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions reasonably requested by the Issuer to effectuate any release Administrative Agent, favorable opinions of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. counsel (e) [Reserved]. (f) Each additional Note Guarantee will which counsel may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except -house counsel in the case of a Restricted New Subsidiary that is a partnership) shareholders of Domestic Subsidiary, and shall otherwise be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such Restricted matters concerning such New Subsidiary (orand the Loan Documents to which such New Subsidiary is a party as the Administrative Agent may reasonably request all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement, in the case event that the results of a Restricted Subsidiary that is a partnership, directors any such “know your customer” or shareholders of similar investigation conducted by the partners of such partnership); (3) any cost, expense, liability or obligation (including Administrative Agent with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant Subsidiary is not reasonably satisfactory to clause (1) of this Section 4.21(g) undertaken in connection withthe Administrative Agent, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) canSubsidiary shall not be avoided through measures reasonably available permitted to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without become a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessGuarantor. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause If, as of the date of the most recently available financial statements delivered pursuant to Section 5.01(a) or (b), as the case may be, any Subsidiary shall have become a Material Domestic Subsidiary (or shall be otherwise designated as a Material Domestic Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement) or any Person shall have become a Material Foreign Subsidiary (or shall be otherwise designated as a Material Foreign Subsidiary by the Borrower hereunder or under the Revolving Credit Agreement), then the Borrower shall: (i) In the case of any such Subsidiary that becomes (or is so designated as) a Material Domestic Subsidiary, within 30 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (1) cause such Material Domestic Subsidiary to enter into a Guaranty, or, if a Guaranty has previously been entered into by a Material Domestic Subsidiary (and remains in effect), a joinder agreement to such Guaranty in form and substance reasonably satisfactory to the Administrative Agent, (2) deliver to the Administrative Agent and each Lender all documentation and other information required by bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, and (3) (x) deliver to the Administrative Agent any certificates representing the Collateral consisting of Equity Interests issued by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated) and Equity Interests owned by such Material Domestic Subsidiary (to the extent such Equity Interests are certificated and other than Excluded Collateral), (y) deliver to the Administrative Agent such joinder agreements, amendments and supplements to the relevant Security Documents or such other documents as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of the Secured Parties, a Lien on the Collateral owned by such Material Domestic Subsidiary (other than Excluded SubsidiariesCollateral) and (z) take all actions necessary to cause such Lien to be duly perfected to the extent required by the Security Documents in accordance with all applicable laws. (ii) In the case of any Person that becomes (or is so designated as) a Material Foreign Subsidiary, within 90 days (or such longer period of time as the Administrative Agent may agree in its sole discretion) after delivery of such financial statements, (i) deliver to the Administrative Agent such amendments and supplements to the relevant Security Documents or such additional Security Documents (including a Non-U.S. Pledge Agreement) as the Administrative Agent shall deem necessary or advisable to grant to the Administrative Agent, for the benefit of Secured Parties, a Lien on the Collateral consisting of the Equity Interests issued by such Material Foreign Subsidiary (other than Excluded Collateral) and (ii) each Restricted Subsidiary that ceases take all actions necessary to cause such Lien to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect duly perfected to the relevant Subsidiary) any Guarantees extent required by the Security Documents in accordance with all applicable laws. For the avoidance of Public Debt or syndicated credit facilities that exist at the time such Excluded doubt, no Domestic Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, shall be required to (x) become a Guarantor within 30 days merely due to its ownership of becoming a Material Equity Interests in any Domestic Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)that owns real property. (b) [Reserved]If requested by the Administrative Agent, the Administrative Agent shall receive an opinion of counsel for the Borrower (or local counsel to the Administrative Agent to the extent customary in an Applicable Foreign Jurisdiction) in form and substance reasonably satisfactory to the Administrative Agent in respect of matters reasonably requested by the Administrative Agent relating to any Guaranty or joinder agreement or the amendments and supplements to the Security Documents or additional Security Documents delivered pursuant to this Section, dated as of the date of such Guaranty or joinder agreement, amendments and supplements or additional Security Documents. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer Borrower and the Guarantors shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary)required, nor shall the Administrative Agent be authorized, (A) to cause take any Restricted Subsidiary additional steps to provide a Note Guarantee to perfect the extent above described pledges and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: security interests by any means other than by (1) any violation filings pursuant to the Uniform Commercial Code in the office of applicable law the secretary of state (or regulation; similar central filing office) of the relevant States(State(s) and filings with the USPTO and the USCO and (2) any liability for delivery to the officers, directors or Administrative Agent to be held in its possession of all Collateral consisting of stock certificates evidencing Equity Interests issued by the Guarantors (except in the case of a Restricted Subsidiary that is a partnershipother than Holdings) shareholders of such Restricted Subsidiary (orand Material Foreign Subsidiaries, in each case as expressly required herein or by the case of a Restricted Subsidiary that is a partnershipLoan Documents, directors or shareholders of the partners of such partnership); (3B) to take any cost, expense, liability or obligation (including action with respect to any Taxesassets located outside of the United States other than, with respect to the pledge of the Equity Interests of any Material Foreign Subsidiary, the jurisdiction of organization of such Material Foreign Subsidiary (such jurisdiction, the “Applicable Foreign Jurisdiction”) (it being understood that there shall be no security agreements, pledge agreements or other than reasonable outSecurity Documents that will be governed under the laws of any non-of-pocket expenses and U.S. jurisdiction other than reasonable expenses incurred in connection than, with respect to the pledge of the Equity Interests of any governmental or regulatory filings required as a result ofMaterial Foreign Subsidiary, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1the Applicable Foreign Jurisdiction), (2C) to make or authorize any filings with respect to intellectual property other than filings with the USPTO and USCO, (3D) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; enter into any control agreement with respect to any Collateral or (4E) such Restricted Subsidiary is prohibited from Incurring such Guarantee by to require the terms amendment of any Indebtedness of such Restricted limited liability company agreements or other organizational documents for any Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contraryBorrower, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur certification of uncertificated securities or the delivery of any Indebtedness not director resignation letters in the ordinary course respect of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessForeign Subsidiaries.

Additional Guarantors. (a) The Issuer will cause Not later than 30 days (ior such longer period as the Administrative Agent may agree) each Material after the date required for delivery of any quarterly or annual financial statements pursuant to Section 6.01, if any Domestic Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted a Bank Subsidiary that ceases to be or an Excluded Subsidiary by providing Domestic Subsidiary) that is not a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary Guarantor as of the period end date of such financial statements would qualify as of such period end date as a result of providing Significant Subsidiary or (b) promptly (or such Guaranteeperiod as the Administrative Agent may agree) of after the date that any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely Subsidiary becomes a guarantor with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at Term Loan Agreement, the time Company shall cause such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee Administrative Agent a supplemental indenture in the form attached to this Indenture Subsidiary Guaranty Supplement pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will agrees to be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in bound by the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option terms and provisions of the IssuerSubsidiary Guaranty, if, at the date of such release, accompanied by (i) the Indebtedness which required such Note Guarantee has been released or discharged in fullall other Loan Documents related thereto, (ii) no Event certified copies of Default would arise as a result the certificates or articles of incorporation, organization or formation, by-laws, limited liability company agreements, partnership agreements, and other applicable Organization Documents, appropriate authorizing resolutions of the board of directors, board of managers, or comparable body, and opinions of counsel for such releaseSubsidiary comparable to those delivered pursuant to Section 4.01, and (iii) there is no such other Indebtedness of such documents as the Administrative Agent may reasonably request. The Company may request that any Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required cease to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in and discharged from its obligations under the Issuer’s sole discretion. The Trustee Subsidiary Guaranty if (to i) the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence Equity Interests of such Guarantee could reasonably be expected to give rise to Guarantor are being sold or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result otherwise disposed of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken such Guarantor is being dissolved, in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cana transaction not be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of this Agreement, or (ii) such Guarantor both (A) (x) has ceased to qualify as a Significant Subsidiary as indicated by the most recent quarterly or annual financial statements delivered pursuant to Section 6.01 or (y) after giving pro forma effect to any Indebtedness Asset Sale or sale or other disposition made by such Guarantor or Subsidiaries of such Restricted Guarantor as if such Asset Sale or disposition occurred during the most recent period for which financial statements have been delivered pursuant to Section 6.01, would cease to qualify as a Significant Subsidiary existing on the Issue Date that and (B) has or is not prepayable without being released as a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion guarantor of the funds utilized to consummate obligations of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause Company and/or the Borrowers, as applicable, under the Term Loan Agreement (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything if and to the contraryextent then existing, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if as applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness).

Additional Guarantors. (a) The Issuer will cause Concurrently with the delivery of the financial statements referred to in Sections 6.01(a) and (b) (or, if earlier, within three (3) Business Days after the date such New Subsidiary (as hereinafter defined) becomes a guarantor of, or otherwise incurs a payment obligation under, the Indebtedness evidenced by the notes issued pursuant to any KWI Note Indenture (or such longer period as the Administrative Agent shall agree)) (such date, the “Notification Date”); (i) notify the Administrative Agent in writing of the existence of each Material Required Subsidiary Guarantor that is not at such time a Guarantor (other than Excluded Subsidiaries) and each such Person being referred to as a “New Subsidiary”); and (ii) provide the Administrative Agent with the U.S. taxpayer identification for each Restricted such New Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantorsequivalent thereof, other than (solely with respect to any such Foreign Subsidiary). In addition, the relevant Parent Borrower shall promptly provide the Administrative Agent with any and all documentation and other information that the Administrative Agent, or any Lender through the Administrative Agent, reasonably requests in order to comply with the Administrative Agent’s or such Lender’s obligations under applicable “know your customer” and applicable anti-money laundering rules and regulations, including the PATRIOT Act and the Beneficial Ownership Regulation; and (b) Within 5 Business Days after the Notification Date (or such longer period as the Administrative Agent shall agree), cause each such New Subsidiary (to the extent such New Subsidiary is not an Excluded Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to to: (xi) become a Guarantor within 30 days of becoming by executing and delivering to the Administrative Agent a Material New York law joinder agreement in substantially the form attached hereto as Exhibit E; provided that any Guarantee provided by a Foreign Subsidiary shall be subject to any local law limitations on such Guarantee which are applicable to such Foreign Subsidiary as may be agreed between the Parent Borrower, such Foreign Subsidiary and the Administrative Agent, each acting reasonably, and as specified in the case of applicable joinder agreement; and (ii) deliver to the Administrative Agent (x) the items referenced in Section 4.21(a)(i4.01(a)(iii) above and substantially concurrently (iv) with the provision of respect to such Guarantee, in the case of this Section 4.21(a)(ii) New Subsidiary and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions reasonably requested by the Issuer to effectuate any release Administrative Agent, favorable opinions of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. counsel (e) [Reserved]. (f) Each additional Note Guarantee will which counsel may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except -house counsel in the case of a Restricted New Subsidiary that is a partnership) shareholders of Domestic Subsidiary, and shall otherwise be reasonably acceptable to the Administrative Agent), addressed to the Administrative Agent and each Lender, as to such Restricted matters concerning such New Subsidiary (orand the Loan Documents to which such New Subsidiary is a party as the Administrative Agent may reasonably request all in form, content and scope reasonably satisfactory to the Administrative Agent. Notwithstanding anything to the contrary contained in this Agreement, in the case event that the results of a Restricted Subsidiary that is a partnership, directors any such “know your customer” or shareholders of similar investigation conducted by the partners of such partnership); (3) any cost, expense, liability or obligation (including Administrative Agent with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant Subsidiary is not reasonably satisfactory to clause (1) of this Section 4.21(g) undertaken in connection withthe Administrative Agent, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) canSubsidiary shall not be avoided through measures reasonably available permitted to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without become a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessGuarantor. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Within thirty (30) days after (i) each the redesignation of an Immaterial Subsidiary as a Material Subsidiary (other than Excluded Subsidiariesin accordance with Section 8.10(b) and below or (ii) each Restricted Subsidiary that ceases the creation or acquisition of any Material Subsidiary, including in connection with any Permitted Acquisition (any such Subsidiary, a “New Material Subsidiary”), cause to be an Excluded executed and delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent): (A) a duly executed Subsidiary Guaranty Agreement (or, if applicable, a joinder agreement in form and substance reasonably satisfactory to the Administrative Agent joining such New Material Subsidiary to the Subsidiary Guaranty Agreement), the Collateral Agreement and any other applicable Security Documents, (B) such updated Schedules to the Loan Documents as requested by providing a Guarantee the Administrative Agent with regard to such Person (including each Restricted Subsidiary that ceases including, without limitation, updated Schedule 6.1(b) reflecting the creation or acquisition of such New Material Subsidiary), (C) such documents and certificates referred to in Section 5.2 as may be an Excluded Subsidiary as a result reasonably requested by the Administrative Agent (including, without limitation, favorable legal opinions of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of counsel addressed to the Issuer or Administrative Agent and the Guarantors, other than (solely Lenders with respect to the relevant New Material Subsidiary, the Loan Documents and such other matters as the Lenders shall request), and (D) such other documents and certificates as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent. (b) The Borrower may, at any Guarantees of Public Debt time and upon written notice to the Administrative Agent, redesignate any Immaterial Subsidiary as a Material Subsidiary. Further, promptly after the date on which the Borrower or syndicated credit facilities the Administrative Agent determines that exist at the time any Subsidiary no longer qualifies as an Immaterial Subsidiary such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming shall be redesignated as a Material Subsidiary in the case of Section 4.21(a)(iand shall comply with clause (a) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(iiSection. (c) The Borrower may, at any time and (y) upon written notice to the Administrative Agent, designate any direct or indirect parent company of the Borrower that is organized under the laws of Canada or any province thereof as a Parent Guarantor by causing such direct or indirect parent company of the Borrower to execute and deliver all documents and certificates required to be delivered pursuant to clause (a) of this Section (provided that such direct or indirect parent company of the Borrower shall, rather than execute a Subsidiary Guaranty Agreement or a joinder thereto, either (i) execute a parent guaranty agreement in form and substance satisfactory to the Trustee Administrative Agent or (ii) join as a supplemental indenture guarantor under Article XI). (d) Within thirty (30) days after the creation or acquisition of any new Subsidiary, including in connection with any Permitted Acquisition, cause to be executed and delivered to the Administrative Agent (unless otherwise agreed to by the Administrative Agent) a duly executed joinder agreement in the form attached to this Indenture pursuant to which the Intercompany Subordination Agreement joining such Restricted new Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsthereto. (e) [Reserved]. (fi) Each additional Note Guarantee will (A) Concurrently with the delivery of the documentation required to be limited as necessary delivered pursuant to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transferSection 8.10(e)(ii)(A) of the U.S. Credit Agreement but in no event later than April 15, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing2008, the Issuer U.S. Administrative Agent shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: have received: (1) any violation evidence satisfactory to the U.S. Administrative Agent that the U.S. Borrower shall be diligently pursuing in good faith the rendering of applicable law or regulationthe solvency opinion referred to in Section 8.10(e)(i)(B) by a third party consultant reasonably acceptable to the U.S. Administrative Agent (including having delivered to such third party consultant all financial and other information necessary to provide the basis for the delivery of such solvency opinion); and (2) information, in form and substance reasonably satisfactory to the U.S. Administrative Agent, confirming (x) that the New U.S. Borrowers own, free and clear of any liability for Liens, the officersNew U.S. Borrower Fixed Assets and (y) the ability of the New U.S. Borrowers to grant to the U.S. Administrative Agent, directors or (except on behalf of the Secured Parties and the U.S. Secured Parties, a perfected first priority security interest in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in New U.S. Borrower Fixed Assets without the case of a Restricted Subsidiary that is a partnership, directors consent or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms approval of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary)third Person; provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. If (i) CFTC or any of its Restricted Subsidiaries shall acquire or create another Domestic Subsidiary after the date of this Agreement (other than an Immaterial Subsidiary or a Subsidiary that has been designated as an Unrestricted Subsidiary or a Receivables Entity) or (ii) any Foreign Subsidiary or Immaterial Subsidiary of CFTC guarantees (or otherwise becomes liable for) Indebtedness of CFTC or a Guarantor, then CFTC will cause such Subsidiary to become a Guarantor hereunder and: (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing execute a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result Counterpart Agreement substantially in the form of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the IssuerExhibit E, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently accordance with the provision terms of this Agreement, pursuant to which such Subsidiary shall unconditionally Guarantee, on a senior secured basis, all of CFTC’s Obligations on the terms set forth in the case of this Section 4.21(a)(iiAgreement; (b) and (y) to execute and deliver to the Trustee Collateral Agent such amendments or supplements to the Collateral Documents necessary in order to grant to the Collateral Agent, for the benefit of the Secured Parties, a supplemental indenture perfected security interest in the form attached Equity Interests of such Subsidiary, subject to this Indenture Permitted Liens and the Intercreditor Agreement, which are owned by CFTC or a Guarantor and are required to be pledged pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved].Collateral Documents; (c) [Reserved].take such actions as are necessary to grant to the Collateral Agent for the benefit of the Secured Parties a perfected security interest in the assets of such Subsidiary, other than Excluded Assets and subject to Permitted Liens and the Intercreditor Agreement, including the filing of Uniform Commercial Code financing statements, in each case as may be required by the Collateral Documents; (d) Note Guarantees existing on take such further action and execute and deliver such other documents specified in the Collateral Documents or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) otherwise may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions reasonably requested by the Issuer Collateral Agent to effectuate any release of a Note Guarantee in accordance with these provisions, subject give effect to customary protections and indemnifications.the foregoing; and (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee deliver to the extent Collateral Agent an Opinion of Counsel that (i) such Counterpart Agreement and for so long as the Incurrence any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable obligations of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3ii) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant Collateral Documents to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor party create a valid perfected Lien on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessCollateral covered thereby.

Additional Guarantors. (a) The Issuer will cause Except as provided in clause (b) below, promptly (and in no event later than fifteen (15) Business Days) following: (i) each Material the earlier of (A) the last day of any Fiscal Quarter during which any direct or indirect Subsidiary of Aracruz Celulose (other than Excluded SubsidiariesPortocel and any Refinancing Drop-Down Subsidiary) becomes a Material Subsidiary and (B) the date on which Aracruz Celulose has knowledge that any direct or indirect Subsidiary of Aracruz Celulose (other than Portocel and any Refinancing Drop-Down Subsidiary) has become or will, as of the end of the then-current Fiscal Quarter, become a Material Subsidiary, or (ii) each Restricted Subsidiary that ceases the formation or acquisition permitted pursuant to be an Excluded Subsidiary by providing a Guarantee this Agreement, directly or indirectly (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as without limitation through any merger or consolidation), by Aracruz Celulose or any other Aracruz Party of a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, Person (other than (solely with respect to the relevant Portocel and any Refinancing Drop-Down Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became thereby becomes a Material Subsidiary of the IssuerAracruz Celulose, in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionAracruz Celulose shall, at its sole cost and expense, cause such Subsidiary to (x) become a Guarantor within 30 days hereunder and expressly assume any and all obligations of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above Guarantor hereunder, which shall be legal, valid and substantially concurrently with the provision binding obligations of such GuaranteeSubsidiary, enforceable against it in the case of accordance with their terms, by an amendment to this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture Agreement substantially in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii).Exhibit S. (b) [Reserved]. Notwithstanding the provisions of clause (ca) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 above, a Refinancing Drop-Down Subsidiary shall only be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released in the event that either (i) at the time it becomes a Refinancing Drop-Down Subsidiary, it is a Material Subsidiary or (ii) at any time in the Issuer’s sole discretion. The Trustee (after it becomes a Refinancing Drop-Down Subsidiary, any asset or Property is transferred to the extent action is required or acquired by it) shall take all necessary actions requested , and by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence virtue of such Guarantee could reasonably be expected to give rise to transfer or result in: (1) any violation of applicable law or regulation; (2) any liability for the officersacquisition, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or it becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Material Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause At all times other than during a period following a Collateral and Guarantor Release Date that has not been followed by a Collateralization Date, as soon as practicable and in any event within 30 days after (i) each Material any Person becomes a direct or indirect Restricted Subsidiary (other than Excluded Subsidiaries) and of Airgas or (ii) each Restricted any direct or indirect Subsidiary that ceases of Airgas guarantees Airgas' obligations under any Junior Financing Documentation, the Credit Parties shall (a) provide the U.S. Agent with written notice thereof, (b) cause such Person to execute a Joinder Agreement, (c) deliver such other documentation as the U.S. Agent may reasonably request in connection with the foregoing, including, without limitation, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such Joinder Agreement) and other items of the types required to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases delivered pursuant to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the GuarantorsSection 5.1(b), other than (solely with respect all in form, content and scope reasonably satisfactory to the relevant SubsidiaryU.S. Agent and (d) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, otherwise comply with Section 7.13 in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision respect of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Person. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after Upon the Issue Date pursuant to this Section 4.21 occurrence of a Collateralization Date, Airgas shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in fullcause each of its Restricted Subsidiaries to execute a Joinder Agreement, (ii) no Event deliver such other documentation as the U.S. Agent may reasonably request in connection with the foregoing, including, without limitation, favorable opinions of Default would arise as a result counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of such releaseJoinder Agreement) and other items of the types delivered pursuant to Section 5.1(b) on the Closing Date, all in form, content and scope reasonably satisfactory to the U.S. Agent and (iii) there is no other Indebtedness otherwise comply with Section 7.13 in respect of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that dateRestricted Subsidiaries. Notwithstanding anything in this Indenture Section 7.12 to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer Credit Parties shall not be obligated to cause an Excluded Subsidiary required to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence legal opinions of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including foreign counsel with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred Immaterial Foreign Subsidiaries in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms execution of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessJoinder Agreement. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause If the Company: (i) each Material Subsidiary (other than Excluded Subsidiaries) and requests that one of its wholly-owned Subsidiaries becomes an Additional Guarantor; or (ii) each Restricted Subsidiary that ceases it is required to be make one of its wholly-owned Subsidiaries an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the GuarantorsAdditional Guarantor, other it must give not less than (solely with respect 10 Business Days prior notice to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at Facility Agent (and the time such Excluded Subsidiary became a Subsidiary of Facility Agent must promptly notify the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(iiLenders). (b) [Reserved]If the accession of an Additional Guarantor requires any Finance Party to carry out customer due diligence requirements in circumstances where the necessary information is not already available to it, the Company must promptly on request by any Finance Party supply to that Finance Party any documentation or other evidence which is reasonably requested by that Finance Party (whether for itself, on behalf of any Finance Party or any prospective new Lender) to enable a Finance Party or prospective new Lender to carry out and be satisfied with the results of all applicable customer due diligence requirements. (c) [Reserved]The prior consent of the Majority Lenders is required in relation to the accession of any Subsidiary of the Company as an Additional Guarantor, unless such accession is required in order to comply with Clause 19.14 (Maintenance of ranking). (d) Note Guarantees existing The Obligors acknowledge that the right to accede Additional Guarantors on or granted after the Issue Date pursuant 1 January 2013 is subject to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option certain of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as provisions of the date Incurred if Finance Documents being amended to take account of FATCA before any such Guarantor were not accession can take effect. The Company and the Facility Agent (acting on the instructions of all the Lenders) shall enter into negotiations in good faith with a Guarantor view to agreeing such amendments as are (in the reasonable opinion of all the Lenders) appropriate or desirable to take account of FATCA at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationstime. (e) [Reserved]If one of the wholly-owned Subsidiaries of the Company is to become an Additional Guarantor, then the Company must (following consultation with the Facility Agent) deliver to the Facility Agent the relevant documents and evidence listed in Part 2 of Schedule 2 (Conditions Precedent Documents). (f) Each additional Note Guarantee The relevant Subsidiary will be limited become an Additional Guarantor when the Facility Agent notifies the other Finance Parties and the Company that it has received all of the documents and evidence referred to in paragraph (d) above in form and substance satisfactory to it. The Facility Agent must give this notification as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable lawsoon as reasonably practicable. (g) Notwithstanding Delivery of an Accession Agreement, entered into by the foregoingrelevant Subsidiary and the Company, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent Facility Agent constitutes confirmation by that Subsidiary and for so long the Company that the Repeating Representations are correct as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on at the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessdelivery.

Additional Guarantors. (a) The Issuer will cause Subject to compliance with the provisions of paragraphs (ib) each Material Subsidiary and (c) of Clause 23.10 (Know your customer checks), the Parent may request that any of its wholly owned Subsidiaries (other than Excluded Subsidiariesan Ancillary Company) and (ii) each Restricted Subsidiary that ceases to be becomes an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Additional Guarantor. (b) [Reserved]Subject to the Agreed Security Principles, the Parent shall procure that any member of the Group which is a Material Company (other than an Ancillary Company) shall, as soon as possible after becoming a Material Company, become an Additional Guarantor, grant such Transaction Security as the Facility Agent may require and accede to the Intercreditor Agreement. The Parent shall ensure that the entire issued share capital of such Material Company becomes the subject of the Transaction Security. (c) [Reserved]The designation of a Subsidiary as a Material Company shall be determined by reference to the latest audited financial statements of that Subsidiary (consolidated in the case of a Subsidiary which itself has Subsidiaries) and the latest audited consolidated financial statements of the Group (excluding any Ancillary Company from the calculation of the Consolidated EBITDA, gross assets and turnover of the Group but including the Concessionaires in such calculation). However, if a Subsidiary has been acquired since the date as at which the latest audited consolidated financial statements of the Group were prepared, the financial statements shall be deemed to be adjusted in order to take into account the acquisition of that Subsidiary (that adjustment being certified by the Auditors as representing an accurate reflection of the revised Consolidated EBITDA, gross assets or turnover of the Group). (d) Note Guarantees existing on or granted after the Issue Date A Material Company which becomes an Additional Guarantor pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(aClause 28.2 must also satisfy Clause 9 (New Obligors) may be released at the option of the Issuer, if, at Intercreditor Agreement in order to be included for the date purposes of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in calculating compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsThreshold Test. (e) [Reserved]A report by the Auditors of the Parent confirming that a Subsidiary is or is not a Material Company shall, in the absence of manifest error, be conclusive and binding on all Parties. (f) Each additional Note Guarantee will be limited For information purposes, a list of all the Material Companies as necessary to recognize certain defenses generally available to guarantors at the date of this Agreement are contained in Part I of Schedule 11 (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable lawMaterial Companies and Dormant Subsidiaries). (g) Notwithstanding A member of the foregoing, Group shall become an Additional Guarantor if: (i) the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee Parent and the proposed Additional Guarantor deliver to the extent Facility Agent a duly completed and for so long as executed Accession Letter; and (ii) the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders Facility Agent has received all of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses documents and other than reasonable expenses incurred evidence listed in connection with any governmental or regulatory filings required as a result ofPart II of Schedule 2 (Conditions Precedent) in relation to that Additional Guarantor, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken each in connection with, such Guarantee, which in any case under any of clauses (1), (2) form and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available substance satisfactory to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessFacility Agent acting reasonably. (h) Notwithstanding anything The Facility Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it acting reasonably) all the contrary, the Issuer will not permit CSC TKR, LLC documents and its Subsidiaries to Incur any Indebtedness not other evidence listed in the ordinary course Part II of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessSchedule 2 (Conditions precedent).

Additional Guarantors. (a) The Issuer Initial Borrower will cause (i) each Material Subsidiary (other than Excluded of its First Tier Domestic Subsidiaries and each of its First Tier Foreign Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt , whether newly formed, after acquired or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 millionotherwise existing, to promptly (xand in any event within thirty (30) days after such Subsidiary is formed or acquired (or such longer period of time as agreed to by the Administrative Agent in its reasonable discretion)) become a Guarantor within 30 days hereunder by way of becoming execution of a Material Subsidiary in Joinder Agreement; provided that, First Tier Foreign Subsidiaries shall not be required to become a Guarantor if it would be unlawful or would cause any material adverse tax consequences to the case Initial Borrower or such First Tier Foreign Subsidiary. The Initial Borrower may also at any time voluntarily cause any of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and its Wholly Owned Subsidiaries (yother than First Tier Domestic Subsidiaries or First Tier Foreign Subsidiaries) to execute and deliver to the Trustee become a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide Guarantor hereunder by way of execution of a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06Joinder Agreement. In addition, Note Guarantees existing on Initial Borrower shall, and shall cause CSI to, enter into the Guaranty Agreement prior to or granted simultaneous with CSF becoming a Borrower hereunder and shall maintain, and shall cause CSI to maintain, the Guaranty Agreement in full force and effect and shall perform and observe all of the terms and provisions of the Guaranty Agreement to be performed or observed by it, and cause CSI to do the same, until such time as the Release Condition has been satisfied. Upon satisfaction of the Release Condition, the Guaranty Agreement shall be terminated and the Administrative Agent shall promptly (and in any event within five (5) Business Days after the Issue Date pursuant to Section 4.21(a) may be released at the option written request of the Issuer, if, at the date of Initial Borrower) execute such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise documents as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to reasonably be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer Initial Borrower to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsevidence such termination. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause Subject to compliance with the provisions of paragraph (c) of Clause 19.8 ("Know your customer" checks), the Company may, by not less than 10 Business Days' prior written notice to the Agent, request that any of its wholly owned Subsidiaries or any Domestic Subsidiary become an Additional Guarantor. That Subsidiary or Domestic Subsidiary shall become an Additional Guarantor if: (i) each Material it is a Subsidiary incorporated in an Approved Jurisdiction and it is either a Domestic Subsidiary or the Majority Lenders approve the addition of that Subsidiary (other than Excluded Subsidiaries) and such approval not to be unreasonably withheld or delayed); or (ii) each Restricted it is a Subsidiary incorporated in any other jurisdiction and all the Lenders approve the addition of that ceases Subsidiary (such approval not to be an Excluded Subsidiary by providing unreasonably withheld or delayed); and in each case (A) the Company delivers to the Agent a Guarantee duly completed and executed Accession Letter; and (including each Restricted Subsidiary that ceases B) the Agent has received all of the documents and other evidence listed in Part 2 (Conditions Precedent required to be Delivered by an Excluded Subsidiary as a result of providing such GuaranteeAdditional Obligor) of any Public Debt or Schedule 2 (Conditions Precedent) in relation to that Guarantees any syndicated credit facilities of the Issuer or the GuarantorsAdditional Guarantor, other than (solely with respect each in form and substance satisfactory to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii)Agent. (b) [Reserved]The Company shall procure that any other member of the Group which is a Material Domestic Subsidiary (except for any Excluded Subsidiary) shall, as soon as possible after becoming a Material Domestic Subsidiary but in any event within 45 days after delivery of the respective annual Compliance Certificate showing that such member of the Group qualifies as a Material Domestic Subsidiary becomes an Additional Guarantor under this Agreement. (c) [Reserved]. The Agent shall notify the Company and the Lenders promptly upon being satisfied that it has received (din form and substance satisfactory to it) Note Guarantees existing on or granted after all the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, documents and other evidence listed in Part 2 (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise Conditions Precedent required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required Delivered by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1Additional Obligor) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses Schedule 2 (1Conditions Precedent), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to Guarantee any Indebtedness of the Issuer will cause or any Guarantor (iother than Indebtedness Incurred under Section 4.04(b)(8) each Material hereof) unless such Restricted Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt is or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become becomes a Guarantor within 30 days of becoming a Material Subsidiary in on the case of Section 4.21(a)(i) above date on which the Guarantee is Incurred and, if applicable, executes and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness Indebtedness; provided, this covenant will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in the case of this Section 4.21 (a)(ii)connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 covenant shall be released as set forth under Section 10.06, as applicable. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee and the Notes Security Agent (to the extent action is required by it) shall each take all necessary actions requested by the Issuer Issuer, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer Company shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) paragraph undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subject to Section 10.21(c)(ii), the Borrowers may, upon not less than five Business Days prior written notice to the Administrative Agent, request that (A) prior to the SPV Structure Termination Date, any Affiliate of the SPV Borrower becomes an Additional Guarantor under this Agreement or (B) on or after the SPV Structure Termination Date, the Company, any Permitted Affiliate Parent, any of their Subsidiaries or any Affiliate Subsidiary (other than Excluded Subsidiaries) and becomes an Additional Guarantor under this Agreement. (ii) each Restricted Subsidiary Any such Person referred to in Section 10.21(c)(i) may become an Additional Guarantor if: (A) such Person and the Borrowers deliver to the Administrative Agent a duly completed and executed joinder agreement in form and substance reasonably satisfactory to the Administrative Agent; (B) the Borrowers confirm that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary no Event of Default is continuing or would occur as a result of providing that Person becoming an Additional Guarantor; (C) the Administrative Agent (for and on behalf of the Lenders) shall have received, at least three Business Days prior to the date of accession of such GuaranteePerson as an Additional Guarantor, all documentation and other information about such Person required under applicable “know your customer” and anti-money laundering rules and regulations, including under the Beneficial Ownership Regulations (such information to include, for the avoidance of doubt, a Beneficial Ownership Certification for each entity that qualifies as a “legal entity customer” thereunder) and the USA Patriot Act, and satisfactory to each Finance Party (acting reasonably), that has been requested by the Administrative Agent (for itself or on behalf of any Public Debt Lender) or that Guarantees any syndicated credit facilities Lender (through the Administrative Agent and for itself) in writing at least ten days prior to the date of accession of such Person as an Additional Guarantor; (D) the Administrative Agent has received all of the Issuer or the Guarantorsdocuments and other evidence listed in Schedule 10.21 in relation to that Person, other than (solely with respect each in form and substance reasonably satisfactory to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to Administrative Agent; and (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (yE) to execute and deliver the extent required by any Collateral Sharing Agreement or any Intercreditor Agreement, as applicable, such Person shall have entered into all documentation required for it to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior accede to or pari passu with acknowledge (as required) such Restricted Subsidiary’s Guarantee of such Collateral Sharing Agreement or Intercreditor Agreement as a “debtor” (or other Indebtedness in the case of this Section 4.21 relevant capacity) an Additional Guarantor (a)(iias defined thereunder). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding The Administrative Agent shall notify the Borrowers and the Lenders promptly upon being satisfied that was Incurred after the Issue Date and that could not conditions specified in Section 10.21(c)(ii) have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationssatisfied. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will If the Company, or any Subsidiary of the --------------------- Company, shall incorporate, create or acquire any Material U.S. Subsidiary, or if any Subsidiary of the Company shall become a Material U.S. Subsidiary, the Company shall cause such Subsidiary constituting such a Material U.S. Subsidiary to furnish promptly, but in no event more than 30 days after sending the notice required under subsection 7.3(c), each of the following to the Agent, in sufficient quantities for each Bank: (i) each Material Subsidiary a duly executed notice and agreement in substantially the form of Exhibit I (other than Excluded Subsidiaries) an "Additional Guarantor Assumption Agreement"); and --------- ----------------------------------------- (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such GuaranteeA) of any Public Debt or that Guarantees any syndicated credit facilities (1) copies of the Issuer or resolutions of the Guarantorsboard of directors of such Subsidiary approving and authorizing the execution, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time delivery and performance by such Excluded Subsidiary became a Subsidiary of its Additional Guarantor Assumption Agreement and this Agreement, certified as of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision date of such Guarantee, in Additional Guarantor Assumption Agreement (the case "Additional Guarantor Accession Date") ----------------------------------- by the Secretary or an Assistant Secretary of this Section 4.21(a)(ii) such Subsidiary; and (y2) a certificate of the Secretary or Assistant Secretary of such Subsidiary certifying the names and true signatures of the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (B) the articles or certificate of incorporation of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the Additional Guarantor Accession Date, and the bylaws of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary of such Subsidiary as of the Additional Guarantor Accession Date; and (C) an opinion of counsel to such Subsidiary and addressed to the Trustee a supplemental indenture Agent and the Banks, substantially in the form attached of Exhibit E; --------- provided that ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ International Group, Inc. shall not be required to this Indenture pursuant -------- become an Additional Guarantor prior to July 31, 1998 and no special-purpose Subsidiary the business and activities of which such Restricted Subsidiary will provide are restricted to being the entity through which a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 Permitted Receivables Purchase Facility is effected shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsan Additional Guarantor. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will Notify the Administrative Agent of any domestic Wholly-Owned Subsidiary of the Borrowers that directly (x) owns in fee simple or ground leases any real property assets that are not encumbered by a Lien (each, an “Unencumbered Subsidiary”) or (y) owns assets that are projected to generate an amount of Net Operating Income (without giving effect to Net Operating Income of any Subsidiary owned by such Wholly-Owned Subsidiary) equal to or greater than 2% of the Net Operating Income of AIMCO for the next calendar quarter (each, a “Material Subsidiary”; each Unencumbered Subsidiary and each Material Subsidiary herein referred to as a “Bottom Tier Subsidiary”), and, subject to the remainder of this Section 6.12(a), promptly thereafter (and in any event within 60 days (or such longer period as is agreed to in writing by the Administrative Agent in its sole discretion)), cause such Person (other than another Borrower) to (i) each Material Subsidiary (become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or such other than Excluded Subsidiaries) document as the Administrative Agent shall deem appropriate for such purpose and (ii) each Restricted Subsidiary that ceases deliver to be an Excluded Subsidiary by providing a Guarantee the Administrative Agent the documents referred to in clauses (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guaranteeiii) and (iv) of any Public Debt or that Guarantees any syndicated credit facilities Section 4.01(a) and, if required by the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Issuer or the Guarantors, other than documentation referred to in clause (solely with respect to the relevant Subsidiaryi) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) 6.12(a)), all in form, content and scope reasonably satisfactory to the Administrative Agent. If a Bottom Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the remainder of this Section 6.12(a), the Borrowers shall cause each domestic Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Bottom Tier Subsidiary (yeach, a “Second Tier Subsidiary”) to instead execute and deliver the Guaranty. If a Second Tier Subsidiary is prohibited from providing a Guaranty by Contractual Obligation, Organization Documents or applicable Law, then no Guaranty from such Subsidiary shall be required, and, subject to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case remainder of this Section 4.21 6.12(a) the Borrowers shall cause each domestic Wholly-Owned Subsidiary which is not then a Guarantor and which owns an Equity Interest in the Second Tier Subsidiary to instead execute and deliver the Guaranty (a)(iito the extent such guaranty is not prohibited by Contractual Obligation, Organization Documents or applicable Law). If a Bottom Tier Subsidiary is a Wholly-Owned Subsidiary of one or more existing Guarantors, and there is no intervening debt obligation between such Subsidiary and such Guarantor(s), then no Guaranty from such Bottom Tier Subsidiary shall be required. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant With respect to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date any Wholly-Owned Subsidiary that becomes a Guarantor pursuant to Section 4.21(a6.12(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise other than any Unencumbered Subsidiary unless and until it qualifies as a result of Material Subsidiary) and promptly after such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not Wholly-Owned Subsidiary becomes a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of any Unencumbered Subsidiary which was not a Restricted Material Subsidiary at the time it became a Guarantor, promptly after such Unencumbered Subsidiary qualifies as a Material Subsidiary), and in any event within 20 days thereof (or such longer period as is agreed to in writing by the Administrative Agent in its sole discretion), the Borrowers shall cause the Stock or other Equity Interest in such Wholly-Owned Subsidiary that is becomes a partnership, directors or shareholders Guarantor to be pledged to the Administrative Agent for the benefit of the partners Lenders as Collateral under this Agreement and each Pledge Agreement (to the extent not prohibited by Contractual Obligation or Organization Documents). Borrowers or any applicable Subsidiary (to the extent not prohibited by Contractual Obligation or Organization Documents) shall execute and/or deliver to the Administrative Agent (i) such amendments or joinders to the Pledge Agreements (or if such Person has not previously executed a Pledge Agreement, then a new Pledge Agreement) as the Administrative Agent deems reasonably necessary or desirable to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Stock or other Equity Interest of such partnershipnew Guarantor in accordance with the Pledge Agreements and deliver to the Administrative Agent the certificates representing such Stock or Equity Interest (to the extent certificated); , together with undated stock powers or other appropriate instruments of transfer requested by the Administrative Agent, in blank, executed and delivered by a duly authorized officer and (3ii) any costthe documents referred to in clauses (iii) and (iv) of Section 4.01(a) and, expenseif required by Administrative Agent, liability or obligation favorable opinions of counsel to such Person (including with respect which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1i) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (16.12(b), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. Notify the Administrative Agent at the time that any Person becomes a Restricted Subsidiary of the Borrower, and promptly thereafter (and in any event within 15 days), cause (a) The Issuer will cause such Person to (i) each Material Subsidiary (other than Excluded Subsidiaries) become a Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty or a joinder thereto in the form attached as Exhibit F, and (ii) each Restricted Subsidiary that ceases deliver to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities the Administrative Agent documents of the Issuer or the Guarantors, other than types referred to in clauses (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(iiiv) and (yv) of Section 4.01(a) and, upon request of the Administrative Agent, favorable opinions of counsel to execute such Person (which shall cover, among other things, the legality, validity, binding effect and deliver enforceability of the documentation referred to in clause (a)(i)), all in form, content and scope reasonably satisfactory to the Trustee Administrative Agent; and (b) (i) cause all of the Equity Interest of such Person to be pledged to the Administrative Agent to secure the Obligations by executing and delivering the Pledge and Security Agreement or a supplemental indenture joinder thereto in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in fullExhibit G, (ii) no Event pursuant to the Pledge and Security Agreement, deliver or cause the applicable Restricted Subsidiary to deliver to Administrative Agent all certificates, stock powers and other documents required by the Pledge and Security Agreement with respect to all such Equity Interests of Default would arise any such Restricted Subsidiary, (iii) take or cause the applicable Restricted Subsidiary to take such other actions, all as may be necessary to provide the Administrative Agent with a result of first priority perfected pledge or and security interest in such releaseEquity Interests in such Restricted Subsidiary, and (iiiiv) there is no other Indebtedness of such Guarantor outstanding that was Incurred after deliver to the Issue Date and that could not have been Incurred in compliance with this Indenture as Administrative Agent documents of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything types referred to in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2iv) and (3v) of this Section 4.21(g4.01(a) cannot be avoided through measures and, upon the request of the Administrative Agent, favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to in clause (b)(i)), all in form, content and scope reasonably available satisfactory to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessAdministrative Agent. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will cause (i) each Upon the direct or indirect formation or acquisition by the Borrower of a Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became upon a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of Borrower becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially prior to or concurrently with any Subsidiary of the provision of Borrower becoming an Additional Senior Note Guarantor: (i) Borrower shall forthwith cause each such Guarantee, in Subsidiary (the case of this Section 4.21(a)(ii) and (y“Prospective Guarantor”) to duly execute and deliver to the Trustee a supplemental indenture in Administrative Agent the form attached to this Indenture pursuant Guarantee to which such Restricted Subsidiary will provide it is a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii).party; (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event the Borrower shall forthwith deliver, or cause to be delivered to, the Administrative Agent, in form and substance satisfactory to the Administrative Agent: (A) a duly certified copy of Default would arise as a result the articles of incorporation and by-laws or comparable constitutional documents of such release, and Subsidiary; (iiiB) there is no other Indebtedness a certificate of status or good standing for such Guarantor outstanding that was Incurred after Subsidiary issued by the Issue Date and that could not have been Incurred in compliance with this Indenture as appropriate governmental body or agency of the date Incurred if jurisdiction in which such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not incorporated or otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee formed (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including than with respect to any TaxesSubsidiary whose jurisdiction of incorporation or formation does not customarily offer such certificates); (C) a duly certified copy of the resolution of the board of directors of such Subsidiary or other than reasonable out-of-pocket expenses comparable authorization authorizing it to execute, deliver and perform its obligations under each Finance Document to which such Subsidiary is a signatory; (D) a certificate of an officer of such Subsidiary, in such capacity, setting forth specimen signatures of the individuals authorized to sign the Finance Documents to which such Subsidiary is a signatory; (E) an opinion of such Subsidiary’s counsel addressed to the Lenders, the Administrative Agent and its counsel, relating to the status and capacity of such Subsidiary, the due authorization, execution and delivery and the validity and enforceability of the Credit Documents to which such Subsidiary is a party in the jurisdiction of incorporation or formation of such Subsidiary and in the Province of Ontario and such other than reasonable expenses incurred matters as the Administrative Agent may reasonably request; (F) an opinion of the Lenders’ counsel with respect to such matters as may be reasonably required by the Administrative Agent in connection with any governmental or regulatory filings required as a result such Subsidiary (including, without limitation, the legality, validity and binding nature of the obligations of such Subsidiary under, and the enforceability against such Subsidiary of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, the Credit Documents which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee are governed by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion laws of the funds utilized to consummate the transaction or series Province of related transactions pursuant to which such Person became a Restricted SubsidiaryOntario); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness.and (hiii) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC Administrative Agent and its Subsidiaries counsel shall be satisfied, acting reasonably, that all necessary approvals, acknowledgements, directions and consents have been given and that all relevant laws have been complied with in respect of all agreements and transactions referred to Incur any Indebtedness not in herein, whereupon the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Prospective Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtednessshall become an Additional Guarantor.

Additional Guarantors. (1) For so long as the Company is a party to or bound by the terms of the Credit Facility or any Substitute Credit Facility, if any Subsidiary that is not then a Guarantor guarantees any indebtedness or other obligations of the Company under the Credit Facility or any Substitute Credit Facility, then, contemporaneously with or prior to the effectiveness of such guarantee, the Company shall (i) execute and deliver, cause such Subsidiary and all other Guarantors to execute and deliver and use its reasonable best efforts to cause the Trustee to execute and deliver a supplemental indenture, in form satisfactory to the Trustee, pursuant to which such Subsidiary shall become a Guarantor under this Indenture and (ii) deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such supplemental indenture complies with this Indenture. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture unless and until released from its Guarantee pursuant to this Indenture. (2) For so long as the Company is not a party to or bound by the terms of the Credit Facility or any Substitute Credit Facility, if any Subsidiary that is not a Guarantor either (a) The Issuer will cause is or becomes a Domestic Significant Subsidiary or (b) guarantees any Subject Notes, then the Company shall (i) promptly execute and deliver, cause such Subsidiary and all other Guarantors to execute and deliver and use its reasonable best efforts to cause the Trustee to execute and deliver a supplemental indenture, in form satisfactory to the Trustee, pursuant to which such Subsidiary shall become a Guarantor under this Indenture and (ii) deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each Material stating that such supplemental indenture complies with this Indenture. Thereafter, such Subsidiary shall be a Guarantor for all purposes of the Indenture unless and until released from its Guarantee pursuant to this Indenture. (3) Notwithstanding any other than Excluded Subsidiariesprovision of this Indenture, the Company will not cause or permit any of its Subsidiaries to guarantee any of the Subject Notes unless such Subsidiary is either a Guarantor under this Indenture or, contemporaneously with or prior to the effectiveness of such Subsidiary's guarantee of such Subject Notes, (i) such Subsidiary, the Company and all other Guarantors execute and deliver a supplemental indenture, in form satisfactory to the Trustee, pursuant to which such Subsidiary shall become a Guarantor under this Indenture (in which case the Company shall use its reasonable best efforts to cause the Trustee to execute and deliver such supplemental indenture) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and Company delivers to the Trustee a an Officers' Certificate and an Opinion of Counsel, each stating that such supplemental indenture in the form attached complies with this Indenture. Thereafter, such Subsidiary shall be a Guarantor for all purposes of this Indenture unless and until released from its Guarantee pursuant to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessIndenture.

Additional Guarantors. (a) The Issuer will cause From time to time from the date hereof, any of the Borrower’s Subsidiaries (i) each Material Subsidiary (other than Excluded Subsidiaries) that becomes a guarantor in respect of a Triggering Indebtedness, and (ii) each Restricted Subsidiary that ceases to be is not an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities of the Issuer or the GuarantorsSubsidiary, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) shall become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guaranteeunder this Agreement (each, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(iian “Additional Guarantor”). (b) [Reserved]. In order to become an Additional Guarantor, such Borrower’s Subsidiary shall deliver to the Administrative Agent a joinder agreement (ca “Guarantor Joinder Agreement”) [Reserved]. (d) Note Guarantees existing on except for usual and customary provisions to the extent required under Applicable Law and reasonably acceptable to the Lenders), duly executed by such Additional Guarantor or granted after Additional Guarantors, as applicable; provided that in the Issue Date case of each Additional Guarantor or Additional Guarantors, as applicable, that become a Guarantor pursuant to this Section 4.21 5.12, each such Additional Guarantor or Additional Guarantors, as applicable, shall be released (x) deliver to the Administrative Agent simultaneously with the Guarantor Joinder Agreement a legal opinion addressed to the Administrative Agent and each Lender and issued by a counsel to such Additional Guarantor or Additional Guarantors, as set forth under Section 10.06. In additionapplicable, Note Guarantees existing on or granted after reasonably acceptable to the Issue Date pursuant Lenders, covering such matters relating to Section 4.21(athe applicable Guarantor Joinder Agreement and the transactions contemplated hereby and thereby as the Lenders may reasonably request and (y) may be released deliver to the Administrative Agent and each Lender, at least ten (10) Business Days prior to the option execution of the IssuerGuarantor Joinder Agreement, ifall documentation and other information required by regulatory authorities under applicable "know your customer" and anti-money laundering rules and regulations, at including without limitation the date USA PATRIOT Act and the CDD Rule, in form and substance satisfactory to the Administrative Agent and such Lender so as to not cause the Administrative Agent or such Lender to be in violation of such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, rules and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretionregulations. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate execution and delivery of any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer Guarantor Joinder Agreement shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to require the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms consent of any Indebtedness other Loan Party hereunder. The rights and obligations of such Restricted Subsidiary existing on the Issue Date that is not prepayable without each Loan Party hereunder shall remain in full force and effect notwithstanding any Additional Guarantor becoming a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached party to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other IndebtednessAgreement.

Additional Guarantors. (a) The Issuer will cause (i) each Material Subsidiary In the event of any Bond Issuance occurring after the Closing Date or the issuance after the Closing Date of any guaranty or other credit support for any Bonds (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary any guaranty issued after the Closing Date that ceases is required to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases issued pursuant to be an Excluded Subsidiary as a result of providing such Guarantee) of any Public Debt or that Guarantees any syndicated credit facilities the terms of the Issuer or the Guarantors, other than (solely with respect to the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary Note Documents in effect as of the IssuerClosing Date), in each case under this Section 4.21(a)(ii) in by any Subsidiary of the Parent Guarantor other than the Operating Partnership or an amount greater than $50 millionexisting Guarantor, to (x) such Subsidiary issuer or any such guarantor or provider of credit support shall, at the cost of the Loan Parties, become a Guarantor hereunder (each, an “Additional Guarantor”) within 30 15 days after such Bond Issuance or issuance of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the such guaranty or provision of such Guaranteecredit support, in the case of this Section 4.21(a)(ii) as applicable, by executing and (y) to execute and deliver delivering to the Trustee Administrative Agent a supplemental indenture in Guaranty Supplement guaranteeing the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note GuaranteeObligations of the other Loan Parties under the Loan Documents; provided, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness in the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 however, that Foreign Subsidiaries shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant permitted to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, incur (i) the Indebtedness which required Debt in connection with such Note Guarantee has been released or discharged Bonds in fulla principal amount not to exceed 7.5% of Total Asset Value, (ii) no Event of Default would arise as a result of such releaseDebt under the Facility, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may electSecured Debt, in its sole discretion, to cause any Subsidiary that is not otherwise each case without being required to be a Guarantor to become a Guarantor and pursuant to this Section 5.01(j). Each Additional Guarantor shall, within such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (15 day period, deliver to the extent action Administrative Agent (A) all of the documents set forth in Sections 3.01(a)(iii), (iv), (v), (vi) and (vii) with respect to such Additional Guarantor, (B) all of the “know your client” information relating to such Additional Guarantor that is required by it) shall take all necessary actions reasonably requested by the Issuer Administrative Agent or any Lender Party and (C) a corporate formalities legal opinion relating to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee Additional Guarantor from counsel reasonably acceptable to the extent Administrative Agent, all in form and for so long as substance reasonably satisfactory to the Incurrence of such Guarantee could reasonably be expected to give rise to Administrative Agent. If any Additional Guarantor is no longer a guarantor or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including credit support provider with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result ofBonds, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection withthen the Administrative Agent shall, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to upon the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion request of the funds utilized to consummate Operating Partnership, release such Additional Guarantor from the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); Guaranty, provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtednessno Event of Default shall have occurred and be continuing. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. Where Domestic Subsidiaries of the Borrower that are not Credit Parties hereunder (the “Non‑Guarantor Subsidiaries”) shall at any time constitute more than either (a) The Issuer will fifteen percent (15%), in the aggregate, of Consolidated Assets, or (b) fifteen percent (15%), in the aggregate, of Consolidated EBITDA, (collectively, the “Threshold Requirement”), the Borrower shall promptly so notify the Administrative Agent and shall cause one or more Domestic Subsidiaries to become a “Guarantor” hereunder within thirty (30) days after such notice by (i) each Material Subsidiary (other than Excluded Subsidiaries) executing a Joinder Agreement and (ii) each Restricted Subsidiary delivering such other documentation as the Administrative Agent may reasonably request in connection with the foregoing, including, without limitation, certified resolutions and other organizational and authorizing documents of such Person and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity, binding effect and enforceability of the documentation referred to above), all in form, content and scope reasonably satisfactory to the Administrative Agent such that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary immediately after the joinder of such Domestic Subsidiaries as Guarantors hereunder, the remaining Non‑Guarantor Subsidiaries shall not, either individually or as a result group, exceed the Threshold Requirement. For purposes of providing such Guaranteedetermining compliance with this Section 5.8, the Threshold Requirement shall be tested (i) at the end of any Public Debt or that Guarantees any syndicated credit facilities each fiscal quarter of the Issuer or the Guarantors, other than Borrower and (solely with respect to the relevant Subsidiaryii) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became any Permitted Acquisition with a Subsidiary purchase price in excess of $50,000,000 is consummated. In addition to the Issuer, in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case foregoing requirements of this Section 4.21(a)(ii) 5.8, the Borrower shall cause any Domestic Subsidiary that guarantees the obligations of the Borrower under the Senior Notes (and (ywhich is not a Guarantor) to execute promptly become a “Guarantor” hereunder by executing and deliver delivering to the Trustee Administrative Agent a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of Joinder Agreement and such other Indebtedness in documentation as contemplated above; provided that the case of this Section 4.21 (a)(ii). (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option of the Issuer, ifAdministrative Agent shall, at the date Borrower's request and without the need for any action by or approval of any Lender, release such release, (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise Domestic Subsidiary from its obligations as a result of Guarantor and such release, and (iii) there is no other Indebtedness of Domestic Subsidiary shall cease to be a “Guarantor” so long as such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Domestic Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (pursuant to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) requirements of this Section 4.21(g) undertaken in connection with, 5.8 above and substantially concurrently with such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or release such Restricted Subsidiary; or (4) such Restricted Domestic Subsidiary is prohibited released from Incurring such Guarantee by its guaranty obligations under the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such IndebtednessNote Purchase Agreement. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. At any time after the date hereof, in the event that, during any fiscal quarter of Borrower, Borrower and the Subsidiary Guarantors do not own Unencumbered Assets which contribute at least eighty percent (a) The Issuer will cause (i) each Material Subsidiary (other than Excluded Subsidiaries) and (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result of providing such Guarantee80%) of any Public Debt or that Guarantees any syndicated credit facilities the Adjusted Net Operating Income for all Unencumbered Assets of the Issuer or Borrower and its Subsidiaries determined on a Consolidated basis in accordance with GAAP, then, at the Guarantors, other than (solely time that Borrower is to provide the Compliance Certificate with respect to such quarter to Administrative Agent, Borrower shall cause such Subsidiaries of Borrower, as designated by the relevant Subsidiary) any Guarantees of Public Debt or syndicated credit facilities that exist at the time Borrower and approved by Administrative Agent (such Excluded Subsidiary became a Subsidiary of the Issuerapproval not to be unreasonably withheld), in each case under this Section 4.21(a)(ii) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Section 4.21(a)(ii) and (y) to execute and deliver a Guaranty to the Trustee Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with certificates and attachments of a supplemental indenture nature similar to those described in Section 5.1(b) and (c) with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the form attached to this Indenture required pursuant to Section 5.8 (c)) so that Borrower and the Subsidiary Guarantors will again own Unencumbered Assets which such Restricted contribute at least 80% of the Adjusted Net Operating Income for all Unencumbered Assets of the Borrower and its Subsidiaries on a Consolidated basis. Additionally, in the event that any Subsidiary will provide a Note Guaranteeof the Borrower, whether presently existing or hereafter formed or acquired, which Note Guarantee will be senior is not a Subsidiary Guarantor at such time, shall after the date hereof become a guarantor under any existing or future unsecured Indebtedness of Borrower, then promptly after the Administrative Agent’s request therefor, Borrower shall cause such Subsidiary to or pari passu execute and deliver a Guaranty to the Administrative Agent, for the benefit of the Lenders, duly executed by such Subsidiaries (together with such Restricted Subsidiary’s Guarantee certificates and attachments of such other Indebtedness a nature similar to those described in the case of this Section 4.21 (a)(ii). (b5.1(b) [Reserved]. and (c) [Reserved]. (d) Note Guarantees existing on or granted after with respect to such Subsidiaries and an opinion of counsel of a nature similar to those in the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date form required pursuant to Section 4.21(a) may be released at the option of the Issuer, if, at the date of such release, 5.8 (i) the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after the Issue Date and that could not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that datec)). Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnifications. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer foregoing Adjusted Net Operating Income for all Unencumbered Assets threshold of this Section shall not be obligated to cause applicable from and after the occurrence of, and during the continuance of, (a) an Excluded Event of Default, or (b) a reduction by S&P of its Senior Debt Rating below BBB- or a reduction by M▇▇▇▇’▇ of its Senior Debt Rating below Baa3 (it being understood that at such time, the Administrative Agent can require any Subsidiary to provide a Note Guarantee of the Borrower (for so long as such entity is other than an Excluded Subsidiary), nor ) which has not executed a Guaranty to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including immediately comply with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) requirements of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1Section), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.

Additional Guarantors. (a) The Issuer will If any Subsidiary shall at --------------------- any time become a U.S. Subsidiary, or if the Parent, the Company or any Subsidiary otherwise shall incorporate, create or acquire any U.S. Subsidiary, the Parent and the Company shall cause such U.S. Subsidiary to furnish promptly, but in no event more than 30 days thereafter, each of the following to the Agent, in sufficient quantities for each Lender: (i) each Material Subsidiary a duly executed notice and agreement in substantially the form of Exhibit I (other than Excluded Subsidiaries) and an "Additional Guarantor --------- --------------------- Assumption Agreement"); -------------------- (ii) each Restricted Subsidiary that ceases to be an Excluded Subsidiary by providing a Guarantee (including each Restricted Subsidiary that ceases to be an Excluded Subsidiary as a result A) copies of providing such Guaranteethe resolutions of the board of directors (or equivalent governing body) of any Public Debt or that Guarantees any syndicated credit facilities such Subsidiary approving and authorizing the execution, delivery and performance by such Subsidiary of its Additional Guarantor Assumption Agreement and this Agreement, certified as of the Issuer date of such Additional Guarantor Assumption Agreement (the "Additional Guarantor Accession Date") by the Secretary or the Guarantors, an ----------------------------------- Assistant Secretary (or other than appropriate officer) of such Subsidiary; (solely with respect to the relevant SubsidiaryB) any Guarantees of Public Debt or syndicated credit facilities that exist at the time such Excluded Subsidiary became a Subsidiary certificate of the Issuer, in each case under this Section 4.21(a)(iiSecretary or Assistant Secretary (or other appropriate officer) in an amount greater than $50 million, to (x) become a Guarantor within 30 days of becoming a Material Subsidiary in the case of Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in Subsidiary certifying the case names and true signatures of this Section 4.21(a)(ii) and (y) the officers of such Subsidiary authorized to execute and deliver and perform, as applicable, its Additional Guarantor Assumption Agreement, this Agreement and all other Loan Documents to be delivered hereunder; (C) copies of the articles or certificate of incorporation and bylaws (or other applicable Organization Documents) of such Subsidiary as in effect on the Additional Guarantor Accession Date, certified by the Secretary or Assistant Secretary (or other appropriate officer) of such Subsidiary as of the Additional Guarantor Accession Date; and (D) an opinion of counsel to such Subsidiary and addressed to the Trustee a supplemental indenture Agent and the Lenders, substantially in the form attached of Exhibit J; --------- and (iii) (A) such amendments to this Indenture pursuant the schedules to the Security Agreement as shall be required in connection with the accession of such Subsidiary thereto; (B) executed UCC-1 financing statements furnished by the Agent in each jurisdiction in which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior filing is necessary to or pari passu with such Restricted Subsidiary’s Guarantee perfect the security interest of the Agent on behalf of the Lenders in the Collateral of such Subsidiary and in which the Agent requests that such filing be made; and (C) if requested by the Agent or if otherwise required by subsection 7.17(b), such Mortgages and other Indebtedness documents as may be required to create and perfect a lien in the case interests of this Section 4.21 (a)(ii)such Subsidiary in any real property and such title insurance policies and other documents as the Agent or the Majority Lenders may reasonably request in connection therewith. (b) [Reserved]Additionally, the Parent, the Company and such Subsidiary shall have executed and delivered to the Agent (in sufficient quantities for each Lender) such other items as reasonably requested by the Agent in connection with the foregoing, including officers' certificates, search reports and other certificates and documents. (c) [Reserved]. (d) Note Guarantees existing on The parties agree and acknowledge that Mail-Well Trade Receivables Corporation and any other direct or granted after the Issue Date pursuant to this Section 4.21 shall be released as set forth under Section 10.06. In addition, Note Guarantees existing on or granted after the Issue Date pursuant to Section 4.21(a) may be released at the option indirect special purpose Subsidiary of the Issuer, if, at Parent or the date Company created for purposes of such release, (i) effecting the Indebtedness which required such Note Guarantee has been released or discharged in full, (ii) no Event purchase and sale of Default would arise as a result of such release, and (iii) there is no other Indebtedness of such Guarantor outstanding that was Incurred after accounts receivable under the Issue Date and that could Permitted Receivables Purchase Facility shall not have been Incurred in compliance with this Indenture as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Indenture to the contrary, the Issuer may elect, in its sole discretion, to cause any Subsidiary that is not otherwise be required to be a Guarantor to become a Guarantor and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (to the extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of a Note Guarantee in accordance with these provisions, subject to customary protections and indemnificationsGuarantors hereunder. (e) [Reserved]. (f) Each additional Note Guarantee will be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, thin capitalization, distributable reserves, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (g) Notwithstanding the foregoing, the Issuer shall not be obligated to cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and for so long as the Incurrence of such Guarantee could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses and other than reasonable expenses incurred in connection with any governmental or regulatory filings required as a result of, or any measures pursuant to clause (1) of this Section 4.21(g) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.21(g) cannot be avoided through measures reasonably available to the Issuer or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by the terms of any Indebtedness of such Restricted Subsidiary existing on the Issue Date that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this clause (4) applies only for so long as such prepayment premium applies to such Indebtedness. (h) Notwithstanding anything to the contrary, the Issuer will not permit CSC TKR, LLC and its Subsidiaries to Incur any Indebtedness not in the ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor on the date on which the Guarantee is Incurred and, if applicable, executes and delivers to the Trustee a supplemental indenture in the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Note Guarantee will be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness.