Common use of Additional Guarantors Clause in Contracts

Additional Guarantors. To the extent not a party to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid nevertheless.

Additional Guarantors. To (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 extent not 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 party 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 Indenture on the date hereof, each Guarantor shall Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it 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 under this Article 11 and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 onin 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 attachment to, any Note of any Notes pari passu with such Subsidiary’s 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessother Indebtedness.

Additional Guarantors. To the extent not a party (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver pursuant to the Trustee an Opinion definition of Counsel Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid Division Successor) to promptly (and legally binding obligation of in any event within 45 days after (as applicable) (i) such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture 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 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 New GuarantorDomestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a supplemental indenture theretoGuarantor hereunder as of the 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 fiscal 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 (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (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 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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(b), the Notes Guarantee Credit Parties shall be valid neverthelessdeliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. To (a) Promptly (and, in any event, within 30 days) after any Person becomes an Eligible Subsidiary (or such longer period approved by the extent not Administrative Agent), cause such Person to (i) become a party Guarantor by executing and delivering to this Indenture on the date hereof, each Guarantor Administrative Agent a counterpart of the Guaranty or such other document as the Administrative Agent shall execute deem appropriate for such purpose and (ii) deliver to the Trustee a supplemental indenture substantially Administrative Agent documents of the types referred to in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 clauses (a “New Guarantor”iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall Guarantee cover, among other things, the obligations legality, validity, binding effect and enforceability of the Company under this Indenture documentation referred to in clause (i)), all in form, content and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver scope reasonably satisfactory to the Trustee an Opinion of Counsel Administrative Agent. (b) In the event that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of Non-Eligible Subsidiaries at any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (ortime have, in the case aggregate, (i) total revenues constituting 10% or more of the total revenues of the Borrower and its Subsidiaries on a consolidated basis for the most recently completed period of four consecutive fiscal quarters for which the Borrower has delivered financial statements pursuant to Section 6.01 or (ii) total assets constituting 10% or more of the total assets of the Borrower and its Subsidiaries on a consolidated basis as of the end of the most recently completed period of four consecutive fiscal quarters for which the Borrower has delivered financial statements pursuant to Section 6.01, promptly (and, in any New Guarantorevent, a supplemental indenture theretowithin 30 days after such time or such longer period approved by the Administrative Agent) and not by an endorsement on, cause one or attachment to, any Note more of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees that its Notes Guarantee such Non-Eligible Subsidiaries to become Guarantors in the manner 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 6.12(a), such Notes Guarantee. The delivery of any Note by the Trusteethat, after such Subsidiaries become Guarantors, Non-Eligible Subsidiaries in the authentication thereof hereunderaggregate shall cease to have revenues or assets, shall constitute due delivery of as applicable, that meet the Notes Guarantees thresholds set forth in this Indenture on behalf of each of the Guarantors. If an Officer whose signature clauses (i) and (ii) above; provided that no Subsidiary that is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee not a Domestic Subsidiary shall be valid neverthelessrequired to become a Guarantor if doing so would result in adverse tax consequences for the Borrower and its Subsidiaries, taken as a whole.

Additional Guarantors. To the extent not a party to this Indenture on the date hereof, each Guarantor shall execute and deliver (a) Prior to the Trustee Investment Grade Rating Date and within 30 days of any Person becoming a supplemental indenture substantially in Material Subsidiary or an Accommodation Subsidiary after the form of Exhibit E heretoEffective Date, pursuant to which it shall 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 supplemental indenture, such New Guarantor Borrower shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf of Administrative Agent each of the Guarantors. If following items, each in form and substance satisfactory to the Administrative Agent: (i) an Officer whose signature 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; provided, however, promptly (and in any event within 30 days) upon any Excluded Subsidiary that is on a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Indenture no longer holds that office Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the time the Trustee authenticates the NoteInvestment Grade Rating Date, the Notes Guarantee Borrower shall be valid neverthelesscause 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 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 exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering 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.

Additional Guarantors. To (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 extent not 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 party 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 Indenture on the date hereof, each Guarantor shall Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it 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 Combination 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 Combination 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 Combination 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 and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 Combination 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 onin 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 attachment to, any Note of any Notes pari passu with such Subsidiary’s 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessother Indebtedness.

Additional Guarantors. To (a) Except as provided in clause (b) below, promptly (and in no event later than fifteen (15) Business Days) following: (i) the extent not earlier of (A) the last day of any Fiscal Quarter during which any direct or indirect Subsidiary of Aracruz Celulose (other than Portocel and any Refinancing Drop-Down Subsidiary) becomes a party 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) the formation or acquisition permitted pursuant to this Indenture on the date hereofAgreement, each directly or indirectly (including without limitation through any merger or consolidation), by Aracruz Celulose or any other Aracruz Party of a Person (other than Portocel and any Refinancing Drop-Down Subsidiary) that thereby becomes a Material Subsidiary of Aracruz Celulose, Aracruz Celulose shall, at its sole cost and expense, cause such Subsidiary to become a Guarantor hereunder and expressly assume any and all obligations of a Guarantor hereunder, which shall execute be legal, valid and deliver binding obligations of such Subsidiary, enforceable against it in accordance with their terms, by an amendment to the Trustee a supplemental indenture this Agreement substantially in the form of Exhibit E heretoS. (b) Notwithstanding the provisions of clause (a) above, pursuant a Refinancing Drop-Down Subsidiary shall only be required to which it shall 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 supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture theretoevent that either (i) 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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 Noteit becomes a Refinancing Drop-Down Subsidiary, the Notes Guarantee shall be valid neverthelessit is a Material Subsidiary or (ii) at any time after it becomes a Refinancing Drop-Down Subsidiary, any asset or Property is transferred to or acquired by it, and by virtue of such transfer or acquisition, it becomes a Material Subsidiary.

Additional Guarantors. To The Borrower will take, and will cause each of its Restricted Subsidiaries (other than non-Wholly owned Subsidiaries of the Borrower, Excluded Foreign Subsidiaries, Immaterial Subsidiaries, a Regulated Subsidiaries and not-for-profit Subsidiaries) to take, such actions from time to time as shall be necessary to ensure that all Restricted Subsidiaries of the Borrower (other than such non-Wholly Owned Subsidiaries of the Borrower, Excluded Foreign Subsidiaries, Immaterial Subsidiaries, a Regulated Subsidiaries and not-for-profit Subsidiaries) are Guarantors. Without limiting the generality of the foregoing, if the Borrower or any of its Restricted Subsidiaries shall form or acquire any new Restricted Subsidiary, the Borrower, as soon as practicable and in any event within 30 days after such formation or acquisition, will provide the Collateral Agent with notice of such formation or acquisition setting forth in reasonable detail a description of all of the assets of such new Restricted Subsidiary (to the extent not that it is required to become a party Guarantor) and the Borrower will cause such new Restricted Subsidiary (other than non-Wholly Owned Subsidiaries of the Borrower, Excluded Foreign Subsidiaries, Immaterial Subsidiaries, a Regulated Subsidiaries and not-for-profit Subsidiaries) to this Indenture on within 30 days (or such later date as the date hereof, each Guarantor Administrative Agent shall reasonably agree) after such formation or acquisition: (i) (A) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, an Accession Agreement pursuant to which it such new Restricted Subsidiary shall agree to become a Guarantor “Guarantor” under this Article 11 the Guaranty and Security Agreement; and/or an obligor under such other Collateral Documents as may be applicable to such new Restricted Subsidiary and (a “New Guarantor”B) take all actions required to be taken by such Collateral Documents to perfect the liens granted thereunder; and (ii) deliver such proof of organizational authority, incumbency of officers, opinions of counsel and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently other documents as is consistent with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and those delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject each Loan Party pursuant to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor Section 4.01 on the Closing Date or as the Administrative Agent or the Collateral Agent shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelesshave reasonably requested.

Additional Guarantors. To If at any time, (a) any Person becomes directly or indirectly a Subsidiary of one of the extent Guarantors, (b) any Person becomes directly or indirectly a parent of a Guarantor (other than the Company), (c) if the Capital Stock of any Guarantor is held by any Subsidiary of the Company that is not a party Guarantor, or (d) any Guarantor transfers or causes to be transferred, in one 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) execute a supplemental indenture hereto whereby such Subsidiary will become a Guarantor hereunder and comply with the other applicable provisions of this Indenture on the date hereof, each Guarantor shall including Sections 14.04 and 14.05. (b) execute and deliver to the Trustee a supplemental indenture substantially Guarantee in the form of the Guarantee set forth in Exhibit E hereto, A pursuant to which it such Subsidiary shall become unconditionally guarantee on a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations senior secured basis of all of the Company Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (i) execute and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall 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 an Opinion 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 Counsel that the foregoing have been duly authorizedHolders 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 are owned by the Company or any Subsidiary and required to be pledged pursuant to the Security Agreement and (iii) deliver to the Collateral Agent the certificates representing such Capital Stock and debt securities, together with (x) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (y) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such New Guarantor Subsidiary, as the case may be; (d) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of the Holders and that such New Guarantor’s Guarantee is the Trustee a valid and legally binding obligation perfected security interest in the assets of such New Guarantor, enforceable against such New Guarantor in accordance with its termsnew Subsidiary, subject only to customary limitationsPermitted Liens, qualifications, exceptions and assumptions. The Notes Guarantee including the filing of any Guarantor shall Uniform Commercial Code financing statements in such jurisdictions as may be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 required by the Trustee, after Collateral Documents or by law or as may be reasonably requested by the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth Collateral Agent; and (e) take such further action and execute and deliver such other documents specified in this Indenture on behalf of each of the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the time or otherwise reasonably requested by the Trustee authenticates or the NoteCollateral Agent to effectuate the foregoing. Thereafter, the Notes Guarantee such Subsidiary shall be valid neverthelessa Guarantor for all purposes of this Indenture.

Additional Guarantors. To (a) If (x) Parent or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the extent Closing Date or (y) Parent, in its sole discretion, elects to cause a Domestic Subsidiary that is not a party Guarantor to become a Guarantor, then Parent will promptly cause such Domestic Subsidiary to guarantee the Notes by executing a supplement to this Indenture on the date hereofIndenture, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of attached as Exhibit F hereto, and a supplement to the Note Guarantee, substantially in the form attached as Exhibit E hereto; provided, that any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary need not become a Guarantor unless and until 30 Business Days after such time as it ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Note Obligations. (b) If any Domestic Subsidiary that constitutes an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary on the Closing Date ceases to be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or at such time as it guarantees, or pledges any property or assets to secure, any Note Obligations, then Parent will promptly cause such Domestic Subsidiary to guarantee the Notes by executing a supplement to this Indenture, substantially in the form attached as Exhibit F hereto, and a supplement to the Note Guarantee, substantially in the form attached as Exhibit E hereto, pursuant within 30 Business Days after such time as it ceases to which be (and is no longer any of) an Immaterial Subsidiary, a Receivables Subsidiary or an Excluded Subsidiary or such time as it guarantees, or pledges any property or assets to secure, any other Note Obligations. (c) Notwithstanding the provisions in Section 4.19(a) and 4.19(b), no Regional Airline shall be required to become a Guarantor under this Article 11 (hereunder at any time, provided however that a “New Guarantor”) and shall Guarantee Regional Airline may become a Guarantor at the obligations sole discretion of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessCompany.

Additional Guarantors. To (a) The Company shall cause each future Domestic Restricted Subsidiary that Guarantees the extent not Debt Facility or becomes a party borrower under the Debt Facility after the Issue Date to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture Guarantee substantially in the form of Exhibit E hereto, B hereto pursuant to which it shall such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis. Notwithstanding the foregoing, any Domestic Restricted Subsidiary of the Company that at any time has total assets of less than $1,000,000, as reflected on such Subsidiary’s most recent balance sheet as of the date of determination, or consolidated cash flow for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of determination of less than $500,000, will not be required to become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations unless it guarantees other Indebtedness of the Company or a Restricted Subsidiary of the Company. (b) In the event any Guarantor is released and discharged in full from all of its obligations under this Indenture and guarantees of the Notes. Concurrently with Debt Facility, then the execution and delivery Guarantee of such supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed be automatically and delivered by such New Guarantor and unconditionally released or discharged; provided that such New Restricted Subsidiary has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.07 unless such Guarantor’s Guarantee is a valid obligations under such Indebtedness so incurred are satisfied in full and legally binding obligation discharged or are otherwise permitted under one of the exceptions available under the definition of “Permitted Indebtedness” at the time of such New Guarantorrelease to Restricted Subsidiaries. In addition, enforceable against such New Guarantor each Guarantee shall be released in accordance with its termsthe provisions of Section 10.02 hereto. (c) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, subject as it relates to customary limitationssuch Restricted Subsidiary, qualifications, exceptions and assumptions. The Notes Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelesscreditors generally.

Additional Guarantors. To (a) The Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to Guarantee any Indebtedness of the extent not Issuer or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(8) hereof) unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a party to this Indenture Guarantor on the date hereofon which the Guarantee is Incurred and, each Guarantor shall execute if applicable, executes and deliver delivers to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other 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 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 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 under this Article 11 (a “New Guarantor”) and shall such Note Guarantee may be released at any time in the obligations of the Company under this Indenture Issuer’s sole discretion. The Trustee and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Notes Security Agent (to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of Counsel that releases or waivers under the foregoing have been duly authorizedIntercreditor Agreement or any Additional Intercreditor Agreement, executed and delivered by such New Guarantor and that such New Guarantor’s to effectuate any release of a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 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 assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult of, or any measures pursuant to clause (1) of this 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 Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by an endorsement on, or attachment to, any Note the terms 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 Indebtedness of such Notes Guarantee. The delivery of Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on 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, the Notes Guarantee shall be valid neverthelessclause (4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. To With respect to any new Wholly-Owned Subsidiary of the extent not Parent Borrower that is a party Domestic Subsidiary (other than an Excluded Subsidiary or a Domestic Subsidiary constituting an Excluded Foreign Subsidiary) created or acquired after the Closing Date by any Group Member (which, for the purposes of this Section 6.10(c), shall include any existing Domestic Subsidiary that ceases to this Indenture on be an Excluded Subsidiary or Excluded Foreign Subsidiary) (collectively, the “New Subsidiaries”), promptly (but in any event within 60 days after the end of the fiscal year during which such New Subsidiary was created or acquired (or by such later date hereof, each Guarantor shall as the Administrative Agent may agree in its sole discretion)), (i) execute and deliver to the Trustee Administrative Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent may reasonably request to grant to the Administrative Agent, for the benefit of the Lenders, a supplemental indenture perfected first priority security interest in the Capital Stock of such New Subsidiary that is owned by any Loan Party; (ii) deliver to the Administrative Agent the certificates (if any) representing such Capital Stock, together with undated stock powers, in blank, executed and delivered by a duly authorized officer of the relevant Loan Party; (iii) cause such New Subsidiary (A) to become a party to the Guarantee and Collateral Agreement, (B) to take such actions necessary or reasonably requested to grant to the Administrative Agent for the benefit of the Lenders a perfected first priority security interest in the Collateral described in the Guarantee and Collateral Agreement with respect to such New Subsidiary, including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may be reasonably requested by the Administrative Agent and (C) to deliver to the Administrative Agent a certificate of such New Subsidiary, substantially in the form of Exhibit E heretoC, pursuant to which it shall become a Guarantor under this Article 11 with appropriate insertions and attachments; and (a “New Guarantor”iv) and shall Guarantee if requested by the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indentureAdministrative Agent, such New Guarantor shall deliver to the Trustee Administrative Agent legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Administrative Agent; provided that, to the extent that such New Subsidiaries (other than any Subsidiary that constitutes a New Subsidiary solely as a result of ceasing to be an Opinion Excluded Subsidiary or Excluded Foreign Subsidiary during the period since the end of Counsel the most recently ended fiscal year) that the foregoing have been duly authorized, not yet executed and delivered by the documents and taken the actions described in clauses (i) through (iv) of this Section 6.10(c) have assets with an aggregate value in excess of 10.0% of the Total Asset Value at any time, the Parent Borrower shall cause such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance Subsidiaries to comply with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery clauses (i) through (iv) of this Indenture (orSection 6.10(c) within 60 days after the end of the fiscal quarter during which such limit was exceeded to the extent necessary to eliminate such excess. Notwithstanding the foregoing, in the case with respect of any New GuarantorSubsidiary that becomes a party to the Guarantee and Collateral Agreement pursuant to this Section 6.10(c), a supplemental indenture theretobut does not directly or indirectly own Investment Assets that in any way contribute to the Maximum Permitted Outstanding Amount, clause (iv) and above shall 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 apply unless otherwise reasonably requested by the TrusteeAdministrative Agent. For the avoidance of doubt, after the authentication thereof hereunder, provisions of this Section 6.10(c) shall constitute due delivery not limit the rights of the Notes Guarantees set forth in Parent Borrower to effect a joinder of a Subsidiary at an earlier time than that required by this Indenture on 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, the Notes Guarantee shall be valid neverthelessSection 6.10(c).

Additional Guarantors. (a) Each of the Issuer’s current and future Domestic Subsidiaries (other than the Co-Issuers, Notes PropCo and Extended Term Loan PropCo) and, subject to clause (b) below, each of the Issuer’s future Foreign Subsidiaries shall, jointly and severally, irrevocably, fully and unconditionally guarantee on a senior basis and subject to the applicable Intercreditor Agreements the Guaranteed Obligations. The foregoing requirement to provide a Subsidiary Guarantee shall not apply to an Excluded Subsidiary. (b) 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) To the extent not a party Person is required to this Indenture on provide a Subsidiary Guarantee under the date hereofabove provisions, each Guarantor such Person shall execute and deliver to the Trustee a supplemental indenture substantially to this Indenture evidencing such Subsidiary Guarantee in the form of Exhibit E hereto, pursuant D within 10 Business Days after the requirement to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall provide such Subsidiary Guarantee the obligations of the Company arises under this Indenture on the same terms and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees conditions as those set forth in this Indenture on behalf and applicable to the other Guarantors, together with such opinions of each of the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the time counsel and certifications as the Trustee authenticates 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) Neiman Marcus Bermuda, L.P., a limited partnership organized under the Notelaws 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 by the Issuers or any Restricted Subsidiaries in such Foreign Subsidiary exceeding $2.5 million in aggregate. (e) On the Issue Date, MYT Parent and MYT Holdco shall execute and deliver the MYT Third Lien Notes Guarantee shall be valid neverthelessPledge Agreement.

Additional Guarantors. To (a) The Company must ensure that, subject to paragraph (b) below: (i) within 30 days of the extent 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 party 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 Indenture 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 the Target) which is a public company listed on a stock exchange (börsennotiert) on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in Agreement and on the case of any New Guarantor, Unconditional Date but only for so long as it remains 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelesspublic listed company.

Additional Guarantors. To the extent Cause: (a) each U.S. Subsidiary of any Loan Party not a party to this Indenture in existence on the date hereof, each Guarantor shall Effective Date to execute and deliver to the Trustee Collateral Agent promptly and in any event within ten (10) Business Days after it becomes a supplemental indenture substantially in the form Subsidiary of Exhibit E heretoa Loan Party, (i) a Joinder Agreement, pursuant to which it such Subsidiary shall be made a party to this Agreement as a Guarantor, (ii) a supplement to the Pledge and Security Agreement to create a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) over all of the assets owned by such Subsidiary, together with (A) certificates evidencing all of the Equity Interests in any Person owned by such Subsidiary (to the extent such Equity Interests are certificated) (other than Excluded Assets), (B) undated stock powers or other appropriate instruments of assignment for such Equity Interests executed in blank with signature guaranteed and (C) such opinions of counsel as the Agents may reasonably request, (iii) to the extent required under the terms of this Agreement, one or more mortgages creating on the real property of such Subsidiary a perfected, first priority Lien (in terms of priority, subject only to Permitted Liens) on such real property and such other documents as may be required by the Collateral Agent with respect to each such real property and (iv) such other agreements, instruments, approvals or other documents reasonably requested by the Collateral Agent in order to create, perfect, establish the first priority of or otherwise protect any Lien purported to be covered by any such Pledge and Security Agreement or mortgage or otherwise to effect the intent that such Subsidiary shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations bound by all of the Company under this Indenture terms, covenants and agreements contained in the Notes. Concurrently with the execution Loan Documents and delivery that all property and assets of such supplemental indentureSubsidiary (other than Excluded Assets) shall become Collateral for the Obligations; and (b) each owner of the Equity Interests of any such Subsidiary to execute and deliver promptly and in any event within ten (10) Business Days after such entity becomes a Subsidiary of a Loan Party a Pledge Supplement (as defined in the Pledge and Security Agreement), together with (i) certificates evidencing all of the Equity Interests of such New Guarantor shall deliver Subsidiary (to the Trustee an Opinion extent such Equity Interests are certificated), (ii) undated stock powers or other appropriate instruments of Counsel that assignment for such Equity Interests executed in blank with signature guaranteed, (iii) such opinions of counsel as the foregoing have been duly authorizedCollateral Agent may reasonably request and (iv) such other agreements, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantorinstruments, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, approvals 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 other documents reasonably requested by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessCollateral Agent.

Additional Guarantors. To (a) Within a reasonable period of time (such period not to exceed 45 days) following the extent not date that a party to this Indenture Subsidiary of the Borrower first becomes the owner of an Eligible Property and if such Subsidiary still owns an Eligible Property on the date hereofthe following is required to be satisfied (such Subsidiary, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New GuarantorProperty Subsidiary”) and shall Guarantee ), the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor Borrower shall deliver to the Trustee Administrative Agent each of the following, in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary, in each case, if such Subsidiary or Subsidiaries not already party to the Guaranty: (i) an Opinion of Counsel Accession Agreement and (ii) and the items that would have been delivered under Sections 6.1.(a)(iv) through (viii) and (xiv) if such Subsidiary or Subsidiaries had been a Loan Party on the Agreement Date. (b) The Borrower may request in writing that the foregoing have been duly authorizedAdministrative Agent release, executed and delivered upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) ) the representations and warranties made or deemed made by such New Guarantor the Parent, the Borrower and that such New Guarantor’s Guarantee each other Loan Party in the Loan Documents to which any of them is a valid and legally binding obligation of such New Guarantorparty, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution true and delivery of this Indenture correct in all material respects (or, except in the case of any New a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) if, upon removal of such entity as a Guarantor, any Property would cease to be a supplemental indenture theretoBorrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2, and (v) and not the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by an endorsement on, or attachment to, any Note the Borrower to the Administrative Agent of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees such request shall constitute a representation by the Borrower that its Notes Guarantee the matters 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 the preceding sentence (both as of the date of the giving of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery request and as of the Notes Guarantees set forth in this Indenture on behalf of each date 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, the Notes Guarantee shall be valid neverthelesseffectiveness of such request) are true and correct with respect to such request.

Additional Guarantors. To (a) Within a reasonable period of time (such period not to exceed 45 days) following the extent not date that a party to this Indenture Subsidiary of the Borrower first becomes the owner of an Eligible Property and if such Subsidiary still owns an Eligible Property on the date hereofthe following is required to be satisfied (such Subsidiary, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New GuarantorProperty Subsidiary”) and shall Guarantee ), the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor Borrower shall deliver to the Trustee Administrative Agent each of the following, in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary, in each case, if such Subsidiary or Subsidiaries not already party to the Guaranty: (i) an Opinion of Counsel Accession Agreement and (ii) and the items that would have been delivered under Sections 6.1.(a)(iv) through (viii) and (xiv) if such Subsidiary or Subsidiaries had been a Loan Party on the Agreement Date. (b) The Borrower may request in writing that the foregoing have been duly authorizedAdministrative Agent release, executed and delivered upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by such New Guarantor the Parent, the Borrower and that such New Guarantor’s Guarantee each other Loan Party in the Loan Documents to which any of them is a valid and legally binding obligation of such New Guarantorparty, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution true and delivery of this Indenture correct in all material respects (or, except in the case of any New a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) if, upon removal of such entity as a Guarantor, any Property would cease to be a supplemental indenture theretoBorrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2; (v) and such Guarantor will not by an endorsement onhave any, or attachment towill be released contemporaneously from all, any Note Guarantee obligations in respect of the Existing Credit Agreement; and (vi) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees such request shall constitute a representation by the Borrower that its Notes Guarantee the matters 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 the preceding sentence (both as of the date of the giving of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery request and as of the Notes Guarantees set forth in this Indenture on behalf of each date 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, the Notes Guarantee shall be valid neverthelesseffectiveness of such request) are true and correct with respect to such request.

Additional Guarantors. To (a) [Reserved] (b) Loan Guarantees existing on or granted after the Effective Date pursuant to Section 5.14 of this Agreement shall be released as set forth in Section 12 of the Facility Guaranty. (c) Notwithstanding the foregoing, the Borrower shall not be obligated to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent not a party and for so long as the Incurrence of such Guarantee could reasonably be expected to this Indenture on give rise to or result in: (1) any violation of applicable law or regulation; (2) any liability for the date hereofofficers, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially directors or (except in the form case of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (Restricted Subsidiary that is a “New Guarantor”partnership) and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery shareholders of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult of, or any measures pursuant to this Section 4.15(c)(1) undertaken in connection with, such Guarantee, which in any case under any of clauses (1), (2) and (3) of this Section 4.15(c) cannot be avoided through measures reasonably available to the Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by an endorsement on, or attachment to, any Note the terms 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 Indebtedness of such Notes Guarantee. The delivery of Restricted Subsidiary existing on the Effective Date (or if later, on the date such entity becomes a Restricted Subsidiary) that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on 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, the Notes Guarantee shall be valid neverthelessSection 4.15(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. To (a) If any Restricted Subsidiary Guarantees any obligations under any debt securities of the extent not a party to this Indenture on the date hereofParent Entity or any other Loan Party, each Guarantor shall such Restricted Subsidiary shall, within 30 days of such Restricted Subsidiary providing such Guarantee in respect of such debt securities (i) execute and deliver to the Trustee Administrative Agent a supplemental indenture substantially joinder to the Guaranty in the form of Exhibit E hereto, specified therein pursuant to which it such Restricted Subsidiary will provide a Guarantee of the Obligations and (ii) deliver to the Administrative Agent corporate or other applicable resolutions, organizational documents, certificates and legal opinions in respect of such Restricted Subsidiary reasonably equivalent to comparable documents delivered on the Closing Date. Any Guarantee provided pursuant to this Section 5.09(a) shall be automatically released if the Guarantee by the applicable Restricted Subsidiary of obligations under such debt securities shall have been released (other than as a result of a payment or collection under such Guarantee). (b) The Parent Entity may, at its option, cause any Restricted Subsidiary to become a Guarantor under this Article 11 by causing such Restricted Subsidiary to (a “New Guarantor”i) execute and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion Administrative Agent a joinder to the Guaranty in the form specified therein pursuant to which such Restricted Subsidiary will provide a Guarantee of Counsel that the foregoing have been duly authorizedObligations and (ii) deliver to the Administrative Agent corporate or other applicable resolutions, executed organizational documents, certificates and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation legal opinions in respect of such New GuarantorRestricted Subsidiary reasonably equivalent to comparable documents delivered on the Closing Date. If any such Restricted Subsidiary is not otherwise required under this Agreement to provide a Guarantee of the Obligations and no Event of Default has occurred and is continuing or would result therefrom, enforceable against such New Guarantor in accordance with the Parent Entity may, at its termsoption, cause any Guarantee provided pursuant to this Section 5.09(b) to be released pursuant to paragraph (j) of Article VIII, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessapplicable Law.

Additional Guarantors. To (a) The Issuer shall cause (i) each Material Subsidiary (other than an Excluded Subsidiary) and (ii) any other Restricted Subsidiary that Guarantees any Public Debt or any syndicated credit facilities of the extent Issuer or the Guarantors (except if the amount of such Public Debt or syndicated credit facilities is not greater than $35 million) to (x) become a party Guarantor within 30 days of becoming a Material Subsidiary in the case of clause (i) and (y) in the case of clause (ii), substantially concurrently with the provision of such Guarantee, to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it 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. (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 under this Article 11 (a “New Guarantor”) and shall such Note Guarantee may be released at any time in the obligations of the Company under this Indenture Issuer’s sole discretion. The Trustee and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Notes Collateral Agent (to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of Counsel that releases or waivers under the foregoing have been duly authorizedIntercreditor Agreement or any Additional Intercreditor Agreement, executed and delivered by such New Guarantor and that such New Guarantor’s to effectuate any release of a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 any Restricted Subsidiary to provide a Note Guarantee to the extent and assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult 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 an endorsement on, or attachment to, any Note the terms 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 Indebtedness of such Notes Guarantee. The delivery of Restricted Subsidiary existing on the Issue Date (or if later, on the date such entity becomes a Restricted Subsidiary) that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on 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, the Notes Guarantee shall be valid neverthelessclause (4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. To If, after the extent Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, any CFC, any CFC Holdco and the Issuer) that is not then the Issuer or a party Guarantor guarantees or Incurs any Indebtedness under any Credit Agreement or (b) the Issuer otherwise elects to this Indenture on have any Restricted Subsidiary of Parent Guarantor or any direct or indirect parent of Parent Guarantor become a Guarantor, then, in each such case, Parent Guarantor shall cause such Restricted Subsidiary, in the case of clause (a) above, within 20 Business Days of the date hereofthat such Indebtedness under such Credit Agreement has been guaranteed or Incurred, each to execute and deliver, or such direct or indirect parent of Parent Guarantor shall execute and deliver deliver, to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it such Restricted Subsidiary or direct or indirect parent of Parent Guarantor shall become a Guarantor under this Article 11 (Indenture providing for 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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such New Restricted Subsidiary or direct or indirect [[5541447]] parent of Parent Guarantor on the same terms and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees conditions as those set forth in this Indenture on behalf of each of and applicable to the other Guarantors. If an Officer whose signature Such supplemental indenture shall include local law limitations to the extent applicable. A form of supplemental indenture for such purpose is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes attached as Exhibit E hereto. Each Guarantee shall be valid neverthelessreleased in accordance with Section 10.2(b).

Additional Guarantors. To the extent not a party (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver pursuant to the Trustee an Opinion definition of Counsel Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing to promptly (and in any event within 45 days after (as applicable) (i) such Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to Section 5.1 which demonstrate that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture 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 Guarantor hereunder by way of execution of a Joinder Agreement. (b) The Credit Parties will cause each of their Domestic Subsidiaries (other than PMG), to the extent not already a Guarantor hereunder as of the end of any New Guarantorfiscal year (beginning with the fiscal year ending December 31, 2015), to become a supplemental indenture theretoGuarantor hereunder by way of execution of a Joinder Agreement within ninety (90) days after the end of such fiscal 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 (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (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 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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(b), the Notes Guarantee Credit Parties shall be valid neverthelessdeliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) – (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. To (a) Following the extent Closing Date, the Borrower will not permit any of its Restricted Subsidiaries (other than a party Guarantor) to this Indenture Guarantee any Indebtedness of the Borrower or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(8)), unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a Guarantor on the date hereofon which such other Guarantee is Incurred and, each Guarantor shall execute if applicable, executes and deliver delivers to the Trustee Administrative Agent a supplemental indenture substantially in the form of Exhibit E hereto, Joinder Agreement pursuant to which it such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness, together with opinions of counsel and other documents set forth in Section 5.14(iii)(x) and (y) of this Agreement. (b) Loan Guarantees existing on or granted after the Closing Date pursuant to this Section 4.16 or Section 5.14 of this Agreement shall be released as set forth in Section 12 of the Facility Guaranty. Loan Guarantees existing on or granted after the Closing Date pursuant to this Section 4.16(a) or Section 5.14(i)(z) of this Agreement may be released at the option of the Borrower, if at the date of such release, (i) the Indebtedness which required such 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 Closing Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower 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 such Loan Guarantee may be released at any time in the obligations of the Company under this Indenture Borrower’s sole discretion. The Administrative Agent and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Security Agent (to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Borrower, including the granting of Counsel that releases or waivers under the foregoing have been duly authorizedIntercreditor Agreement or any Additional Intercreditor Agreement, executed and delivered by such New Guarantor and that such New Guarantor’s to effectuate any release of a Loan Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthis Section 4.16(b), subject to customary limitationsprotections and indemnifications. (c) Notwithstanding the foregoing, qualificationsthe Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for so long as such entity is an Excluded Subsidiary), exceptions nor to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent and assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult of, or any measures pursuant to Section 4.16(b)(i) undertaken in connection with, such Guarantee, which in any case under any of Sections 4.16(c)(1), (2) and (3) cannot be avoided through measures reasonably available to the Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by an endorsement on, or attachment to, any Note the terms 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 Indebtedness existing on any Note a notation the Closing Date of such Notes Guarantee. The delivery of Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on behalf of Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. Notwithstanding anything to the contrary, the Borrower will not permit each of (i) CSC TKR, LLC and its Subsidiaries and (ii) Cablevision Lightpath, Inc. to Incur any Indebtedness not in the Guarantors. If an Officer whose signature ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor and Pledgor on this Indenture no longer holds that office at the time date on which the Trustee authenticates the NoteGuarantee is Incurred and, the Notes if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee shall will be valid neverthelesssenior to or parri passu with such Subsidiary’s Guarantee of such other Indebtedness, and (y) a Pledge Supplement.

Additional Guarantors. To If, as of a fiscal quarter-end, (a) a Domestic Subsidiary that is not a Guarantor (other than LPAC Corp. and other than a Domestic Subsidiary that is a FSHCO or a Subsidiary of a Foreign Subsidiary that is a CFC) has either (x) a book value (as determined in accordance with GAAP) of total assets equaling or exceeding 10% of the extent book value (as determined in accordance with GAAP) of the Consolidated Total Assets of the Borrower and all of its Subsidiaries as determined as of the last day of the fiscal quarter of the Borrower most recently ended prior to such date of determination or (y) Consolidated EBITDA (determined on a standalone basis for such Subsidiary) equaling or exceeding 10% of Consolidated EBITDA of the Borrower and all of its Subsidiaries for any period of four consecutive fiscal quarters most recently ended prior to such date of determination or (b) the Borrower elects in a writing delivered to the Administrative Agent to join any Domestic Subsidiary that is not a Guarantor as a party to this Indenture on the date hereofGuaranty Agreement as guarantor of the Obligations, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially then within 45 days in the form case of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 clause (a “New Guarantor”a) and shall Guarantee after the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery end of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (fiscal quarter or, in the case of any New Guarantor, 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 Trusteeclause (b), after the authentication thereof hereunder, shall constitute due delivery date of such election in the case of clause (a) (or such later or other date agreed to in writing by the Administrative Agent) the Borrower shall: (i) cause each such Subsidiary to execute and deliver a copy of the Notes Guarantees set forth supplement to the Guaranty Agreement attached thereto as Exhibit A (or any other supplement thereto in this Indenture on behalf form and substance reasonably satisfactory to the Administrative Agent) pursuant to Section 2.01(j) of the Guaranty Agreement; (ii) cause each such Subsidiary to execute and/or deliver such other documentation as the Administrative Agent may reasonably request to (A) evidence the authority of each such Subsidiary to execute, deliver and perform the Guaranty Agreement and to evidence the existence and good standing of each such Subsidiary and (B) comply with the Guarantors. If an Officer whose signature is applicable “know your customer” rules and regulations, including the Patriot Act; and (iii) to the extent requested by the Administrative Agent in its reasonable discretion, deliver a favorable written opinion (addressed to the Administrative Agent and the Banks) of counsel to each such Subsidiary covering substantially the same matters as the opinions originally delivered on this Indenture no longer holds that office at the time Effective Date and such other matters relating to each such Subsidiary and the Trustee authenticates Loan Documents as the Note, the Notes Guarantee Administrative Agent shall be valid neverthelessreasonably request.

Additional Guarantors. To the extent not a party to this Indenture If on the last day of the calendar quarter ending June 30, 2007 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date hereof, each Guarantor shall execute and deliver on which the balance sheet as of such date is required to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, be delivered pursuant to which it shall Section 7.6(a)(i) or Section 7.6(a)(ii), cause an additional Subsidiary or additional Subsidiaries to become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee or Guarantors hereunder such that the obligations total liabilities of the Company under this Indenture non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. In addition, if on the Noteslast day of any calendar quarter any Subsidiary of the Parent which is not a Guarantor on the First Amendment Effective Date accounts for either (i) 10% or more of the Adjusted EBITDA of the Parent for the 12-month period then ended (other than as a result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such date is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii), cause such Subsidiary to become a Guarantor hereunder; PROVIDED that, for any non-Wholly Owned Subsidiary of the Parent, the Parent shall exclude from the Adjusted EBITDA and book value of assets calculations for that Subsidiary, the proportion of Adjusted EBITDA and book value of assets attributable to the interests in that Subsidiary not owned, directly or indirectly, by Parent. Concurrently Within 60 days of the First Amendment Effective Date, the Parent shall cause ▇▇▇▇▇ Lang LaSalle New England, LLC to become a Guarantor hereunder. Together with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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 NoteAdditional Guarantor Supplement, the Notes Guarantee Parent shall be valid neverthelessdeliver and shall cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent shall reasonably request. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent an updated Schedule 5.2.

Additional Guarantors. To (a) The Company shall cause each future Domestic Restricted Subsidiary that Guarantees a Debt Facility or becomes a borrower under a Debt Facility after the extent not a party Issue Date to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture Guarantee substantially in the form of Exhibit E hereto, B hereto pursuant to which it shall such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis. Notwithstanding the foregoing, any Domestic Restricted Subsidiary of the Company that at any time has total assets of less than $1,000,000, as reflected on such Subsidiary’s most recent balance sheet as of the date of determination, or consolidated cash flow for the most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date of determination of less than $500,000, will not be required to become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations unless it guarantees other Indebtedness of the Company or a Restricted Subsidiary of the Company. (b) In the event any Guarantor is released and discharged in full from all of its obligations under this Indenture and the Notes. Concurrently with the execution and delivery guarantees of such supplemental indentureDebt Facility, then the Guarantee of such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed be automatically and delivered by such New Guarantor and unconditionally released or discharged; provided that such New Restricted Subsidiary has not incurred any Indebtedness in reliance on its status as a Guarantor under Section 4.07 unless such Guarantor’s Guarantee is a valid obligations under such Indebtedness so incurred are satisfied in full and legally binding obligation discharged or are otherwise permitted under one of the exceptions available under the definition of “Permitted Indebtedness” at the time of such New Guarantorrelease to Restricted Subsidiaries. In addition, enforceable against such New Guarantor each Guarantee shall be released in accordance with its termsthe provisions of Section 10.02 hereto. (c) Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, subject as it relates to customary limitationssuch Restricted Subsidiary, qualifications, exceptions and assumptions. The Notes Guarantee voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelesscreditors generally.

Additional Guarantors. To If at any time, (a) any Person becomes directly or indirectly a Subsidiary of one of the extent Guarantors, (b) if the Capital Stock of any Guarantor is held by any Subsidiary of the Company that is not a party Guarantor, or (c) any Guarantor transfers or causes to be transferred, in one 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 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) execute a supplemental indenture hereto whereby such Subsidiary will become a Guarantor hereunder and comply with the other applicable provisions of this Indenture on the date hereof, each Guarantor shall Indenture. (b) execute and deliver to the Trustee a supplemental indenture substantially Guarantee in the form of the Guarantee set forth in Exhibit E hereto, A pursuant to which it such Subsidiary shall become unconditionally guarantee on a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations senior secured basis of all of the Company Company’s obligations under the Notes and this Indenture on the terms set forth in this Indenture; (c) (i) execute and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the appropriate agent any amendments to any then existing intercreditor agreement as necessary in order to make such Subsidiary a party to the such intercreditor agreement; (ii) execute and deliver to the Collateral Agent and the Trustee an Opinion such amendments to the Collateral Documents as the Collateral Agent deems necessary or advisable in order to grant to Collateral Agent, for the benefit of Counsel that the foregoing have been duly authorizedHolders, 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 are owned by the Company or any Subsidiary and required to be pledged pursuant to the Pledge and Security Agreement and (iii) deliver to the Collateral Agent the certificates representing such Capital Stock and debt securities, together with (x) in the case of such Capital Stock, undated stock powers or instruments of transfer, as applicable, endorsed in blank, and (y) in the case of such debt securities, endorsed in blank, in each case executed and delivered by an Officer of the Company or such New Guarantor Subsidiary, as the case may be; (d) take such actions necessary or advisable to grant to the Collateral Agent for the benefit of itself, the Holders and that such New Guarantor’s Guarantee is the Trustee a valid and legally binding obligation perfected security interest in the assets of such New Guarantor, enforceable against such New Guarantor in accordance with its termsnew Subsidiary, subject only to customary limitationsPermitted Liens, qualifications, exceptions and assumptions. The Notes Guarantee including the filing of any Guarantor shall Uniform Commercial Code financing statements in such jurisdictions as may be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 required by the Trustee, after Collateral Documents or by law or as may be reasonably requested by the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth Collateral Agent; and (e) take such further action and execute and deliver such other documents specified in this Indenture on behalf of each of the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the time or otherwise reasonably requested by the Trustee authenticates or the NoteCollateral Agent to effectuate the foregoing. Thereafter, the Notes Guarantee such Subsidiary shall be valid neverthelessa Guarantor for all purposes of this Indenture.

Additional Guarantors. To (a) Within a reasonable period of time (such period not to exceed 45 days) following the extent not date that a party to this Indenture Subsidiary of the Borrower first becomes the owner of an Eligible Property and if such Subsidiary still owns an Eligible Property on the date hereofthe following is required to be satisfied (such Subsidiary, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New GuarantorProperty Subsidiary”) and shall Guarantee ), the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor Borrower shall deliver to the Trustee Administrative Agent each of the following, in form and substance satisfactory to the Administrative Agent, for such Property Subsidiary and for each other Subsidiary of the Parent (other than the Borrower) that owns any direct or indirect Equity Interest in such Property Subsidiary, in each case, if such Subsidiary or Subsidiaries not already party to the Guaranty: (i) an Opinion of Counsel Accession Agreement and (ii) the items that would have been delivered under Sections 6.1.(a)(iv) through (viii) and (xiv) if such Subsidiary or Subsidiaries had been a Loan Party on the Agreement Date. (b) The Borrower may request in writing that the foregoing have been duly authorizedAdministrative Agent release, executed and delivered upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by such New Guarantor the Parent, the Borrower and that such New Guarantor’s Guarantee each other Loan Party in the Loan Documents to which any of them is a valid and legally binding obligation of such New Guarantorparty, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution true and delivery of this Indenture correct in all material respects (or, except in the case of any New a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) if, upon removal of such entity as a Guarantor, any Property would cease to be a supplemental indenture theretoBorrowing Base Property, the Borrower shall have complied with the requirements of Section 4.2.; (v) and such Guarantor will not by an endorsement onhave any, or attachment towill be released contemporaneously from all, any Note Guarantee obligations in respect of the Existing Credit Agreements; and (vi) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by the Borrower to the Administrative Agent of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees such request shall constitute a representation by the Borrower that its Notes Guarantee the matters 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 the preceding sentence (both as of the date of the giving of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery request and as of the Notes Guarantees set forth in this Indenture on behalf of each date 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, the Notes Guarantee shall be valid neverthelesseffectiveness of such request) are true and correct with respect to such request.

Additional Guarantors. (a) If on the last day of the calendar quarter ending September 30, 2000 and each calendar quarter ending thereafter the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors is less than 70% of the Adjusted EBITDA for such four calendar quarters of the Parent and the Non-Real Estate Restricted Subsidiaries, then the Parent will, within 15 Business Days of the date on which the balance sheet for such date is required to be delivered pursuant to Section 7.6(i) or Section 7.6(ii), cause a Subsidiary or Subsidiaries to become a Guarantor or Guarantors hereunder so that the portion of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors for such period is equal to or in excess of 70% of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries for such period. To the extent not any Subsidiary becomes a party to Guarantor as a result of the requirements of this Indenture Section 7.24(a), the Guaranty of such Subsidiary shall be released upon request of the Borrower if (i) on the date hereof, each Guarantor shall execute last day of two successive calendar quarters the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Parent and deliver its Non-Real Estate Restricted Subsidiaries attributable to the Trustee a supplemental indenture substantially in Borrower and the form Guarantors (other than the Guarantor which the Borrower has requested be released) is greater than 70% of Exhibit E hereto, pursuant the Adjusted EBITDA for each such period of the Parent and its Non-Real Estate Restricted Subsidiaries and (ii) no Event of Default or Default is continuing. The Administrative Agent is hereby authorized to which it shall execute all appropriate documents on behalf of the Lenders to document the release of such Subsidiary from its Guaranty. (b) In addition to the requirements of Section 7.24(a) the Parent will cause any Subsidiary to become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations hereunder within 15 days of the Company under this Indenture date on which the balance sheet and income statement for any calendar quarter is required to be delivered pursuant to Section 7.6(i), or Section 7.6(ii), if for the Notesfour calendar quarters then ending the portion of Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries attributable solely to such Subsidiary for such period is equal to or in excess of 5% of the Adjusted EBITDA for the Parent and its Non-Real Estate Restricted Subsidiaries for such period. Concurrently with To the execution and delivery of extent any such supplemental indentureSubsidiary becomes a Guarantor, such New Guarantor Guaranty shall deliver be released upon request of the Borrower if on the last day of two successive calendar quarters the portion of Adjusted EBITDA of the Parent and its Non-Real Estate Restricted Subsidiaries for such period attributable solely to such Subsidiary was less than 5% of the Trustee an Opinion total Adjusted EBITDA of Counsel the Parent and its Non-Real Estate Restricted Subsidiaries for such period, provided that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee no Event of Default or Default is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptionscontinuing. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Notes Guarantee or notation thereof. Each Guarantor Administrative Agent is hereby agrees that its Notes Guarantee set forth in Section 11.01 shall be and remain in full force and effect notwithstanding any failure authorized to endorse on any Note a notation of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture execute all appropriate documents on behalf of each the Banks to document the release 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, the Notes Guarantee shall be valid neverthelesssuch Guaranty.

Additional Guarantors. To the extent not a party to this Indenture on If, after the date hereofof this Indenture, any Subsidiary of (x) prior to the consummation of the Mergers, Express Scripts or (y) following the consummation of the Mergers, the Company that is, in each case, not then a Guarantor shall execute guarantees, becomes a borrower, issuer or guarantor under, or grants any Lien to secure any obligations pursuant to, (1) the Express Scripts Existing Revolving Credit Facility or any refinancing or replacement thereof, (2) the Medco Term Loan and deliver Revolving Credit Facility or any refinancing or replacement thereof, (3) either of the Facilities or any refinancing or replacement thereof, or (4) any other Indebtedness having an aggregate principal amount outstanding in excess of 15% of the Consolidated Net Worth of (a) prior to the consummation of the Mergers, Express Scripts or (b) following the consummation of the Mergers, the Company, in each case as of the end of such entity’s most recent quarter for which financial statements are available (such Consolidated Net Worth to be measured at the time of the incurrence of each such guarantee or borrowing or the granting of such Lien), then in any such case such Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee promptly (but in any event, within two Business Days of the date on which it guaranteed or incurred such Indebtedness or granted such Lien, as the case may be). Notwithstanding the preceding paragraph, any Guarantee by a supplemental indenture substantially Guarantor that was issued pursuant to this Section 10.11 solely as a result of its guarantee or incurrence of, or granting of a Lien in respect of, any such Indebtedness shall be automatically and unconditionally released upon the release or discharge of the guarantee that resulted in the form of Exhibit E hereto, pursuant to which it shall 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 creation of such supplemental indenture, Subsidiary’s Guarantee (or upon such New Guarantor shall deliver Subsidiary ceasing to be an issuer or a borrower or the Trustee an Opinion release of Counsel that the foregoing have been duly authorized, executed and delivered Liens granted by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New GuarantorSubsidiary, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in as the case may be), except a discharge or release as a result of any New Guarantor, 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 payment under such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessguarantee.

Additional Guarantors. To If any Person becomes a Material Domestic Subsidiary (other than an Excluded Subsidiary) after the extent not Closing Date, cause such Person to (a) become a party Guarantor by executing and delivering to this Indenture on the date hereofAdministrative Agent a Joinder Agreement and (b) upon the request of the Administrative Agent in its sole discretion, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially Administrative Agent such Organization Documents, resolutions and favorable opinions of counsel, all in the form of Exhibit E heretoform, pursuant to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) content and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver scope reasonably satisfactory to the Trustee an Opinion of Counsel that the foregoing have been duly authorizedAdministrative Agent, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture each case (or, x) in the case of any New Guarantoran Acquisition of a Person that would have been a Material Domestic Subsidiary as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) after giving effect to such Acquisition on a Pro Forma Basis, a supplemental indenture theretowithin thirty (30) days after such Acquisition (or such longer period as the Administrative Agent may agree in its sole discretion) and not by an endorsement on(y) in all other cases, 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 concurrent with the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth Compliance Certificate for the first fiscal quarter end in this Indenture on behalf of each which such Person is a Material Domestic Subsidiary (or such longer period as the Administrative Agent may agree in its sole discretion); provided that if at any time all of the GuarantorsDomestic Subsidiaries that are Immaterial Subsidiaries and that are not Guarantors either contributed in the aggregate more than $2,500,000 of Consolidated EBITDA for the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) or had in the aggregate more than $2,500,000 in assets as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 6.01(a) or (b) then the Borrower shall cause one or more of such Immaterial Subsidiaries to become Guarantors pursuant to, and by the date required by, this Section 6.13 such that after giving effect thereto the foregoing thresholds are not exceeded. If an Officer whose signature For the avoidance of doubt, no Excluded Subsidiary or Joint Venture that is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee not a Subsidiary shall be valid neverthelessrequired to become a Guarantor pursuant to this Section 6.13 or pledge assets under Section 6.14 or otherwise.

Additional Guarantors. To Within 30 days (or such longer period of time permitted by the extent Administrative Agent in its sole discretion) (the “Guarantee Ratio Cure Period”) after the earlier of (x) the deadline for delivering a Compliance Certificate pursuant to Section 6.6(b) with respect to any fiscal quarter that, if such Compliance Certificate is delivered by such deadline, shows or, if not delivered by such deadline for such fiscal quarter, could reasonably be expected to show, non-compliance with the Guarantee Coverage Ratio and (y) the first date in any fiscal quarter when a party 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 ​ 97 ‌ ​ ​ ​ ​ ‌ ​ ​ Content Entities to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee Administrative Agent a supplemental indenture substantially 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 form of Exhibit E heretoGuarantee Coverage Ratio, pursuant to which it shall become (C) perform a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations combination of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 actions set forth in Section 11.01 the immediately preceding clauses (A) and (B), and/or (D) take such other action (including, without limitation, the reactivation of any cold stacked Rig directly wholly owned by a Loan Party) (and shall deliver an updated Compliance Certificate reflecting such action) as shall be and remain sufficient to cause the Borrower to be in full force and effect compliance with the Guarantee Coverage Ratio as of the end of the Guarantee Ratio Cure Period. For the avoidance of doubt, notwithstanding any anything to the contrary contained herein, failure to endorse on any Note a notation of such Notes Guarantee. The delivery comply with the Guarantee Coverage Ratio at the end of any Note by fiscal quarter shall not constitute a Default or Event of Default so long as the Trustee, after Borrower shall have taken the authentication thereof hereunder, shall constitute due delivery actions specified in the preceding sentence prior to the expiration of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessCollateral Coverage Ratio Cure Period.

Additional Guarantors. To the extent not a party to this Indenture If on the last day of the calendar quarter ended September 30, 2013 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, each Guarantor shall execute and deliver cause an additional Subsidiary or additional Subsidiaries to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 or Guarantors hereunder such that the total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the 12-month period then ended (other than as a “New Guarantor”result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall Guarantee cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the obligations Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) it exceeds either of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 thresholds set forth in Section 11.01 shall be the second preceding sentence 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 (ii) at the Trustee, after the authentication thereof hereunder, shall constitute due delivery end of the Notes Guarantees set forth in this Indenture on behalf of each immediately preceding fiscal quarter of the Guarantors. If an Officer whose signature Parent the Cash Flow Leverage Ratio is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid nevertheless3.00 to 1.00 or higher.

Additional Guarantors. To 1104695.02A-CHISR01A - MSW (a) [Intentionally omitted.] (b) With respect to any Person organized in either (i) the United States, any state thereof or the District of Columbia or (ii) Canada, or any state, province or other political subdivision thereof that becomes a Restricted Subsidiary of the Borrower after the Effective Date (other than (x) an Excluded Guarantor Subsidiary and (y) a Securitization Entity) or any Restricted Subsidiary of the Borrower that was an Excluded Guarantor Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Guarantor Subsidiary (and, for the avoidance of doubt, such Person that ceased to be an Excluded Guarantor Subsidiary is organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof) or is required to become a Loan Party by operation of the provisions of Section 5.11(d), the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer, promptly (and in any event (x) within thirty (30) days after the end of the fiscal quarter in which such Person becomes a Restricted Subsidiary of the Borrower or ceases to be an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d); provided that the Administrative Agent may agree to an extension of such time period or (y) immediately in connection with the applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer), cause any such Restricted Subsidiary of the Borrower that is a Wholly Owned Subsidiary (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law, including any Requirement of Law relating to financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion), in each case to the extent not prohibited by applicable Requirements of Law, (A) to execute a party Joinder Agreement or such comparable documentation to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Subsidiary 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 supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (orbut, in the case of a Foreign Subsidiary, only to the extent possible under and compatible with the laws of such Foreign Subsidiary’s jurisdiction), in form and substance reasonably satisfactory to the Administrative Agent, and (B) in the case of a Subsidiary that ceases to be an Excluded Collateral Subsidiary, to deliver to the Administrative Agent a supplement to Schedule 1.01(c) removing such Subsidiary from such Schedule. Notwithstanding the foregoing, this paragraph (b) shall not apply to any New GuarantorCompany listed on Schedule 5.11(b) to the extent any applicable Requirement of Law prohibits it from becoming a Loan Party. Notwithstanding anything in this Section 5.11 to the contrary, each Person (other than AV Metals or Holdings) organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof, that is a supplemental indenture theretoborrower or a guarantor under the Revolving Credit Loan Documents or the Secured Term Loan Documents shall be a Loan Party under this Agreement and the other Loan Documents. (c) [Intentionally omitted]. (d) If, at any time and from time to time after the Effective Date, Restricted Subsidiaries of the Borrower that are not Loan Parties because they are Excluded Guarantor Subsidiaries comprise, together with all “Excluded Guarantor Subsidiaries” under and as defined in the Secured Term Loan Credit Agreement, in the aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its Subsidiaries as of the end of the 1104695.02A-CHISR01A - MSW most recently ended fiscal quarter or more than 7.5% of Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by an endorsement onwhich financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (or immediately in connection with the applicable step(s) of the Permitted Reorganization, any Permitted Reorganization Action, or attachment toany Permitted Aleris Foreign Subsidiary Transfer), cause one or more of such Restricted Subsidiaries of the Borrower (for the avoidance of doubt, solely to the extent such Excluded Guarantor Subsidiary is organized in the United States, any Note state thereof or the District of Columbia or Canada, any Notes Guarantee state, province or notation other political subdivision thereof) to become Loan Parties (notwithstanding that such Restricted Subsidiaries are, individually, Excluded Guarantor Subsidiaries (as defined herein)) such that the foregoing condition ceases to be true; provided, that if the requirements of Section 5.11 of the Secured Term Loan Credit Agreement are satisfied by the joinder to such facility of a Restricted Subsidiary of the Designated Company that would not be required to be joined as a Guarantor to this Agreement pursuant to Section 5.11(b) (due to such Restricted Subsidiary being organized outside of the United States and Canada), the foregoing condition contained in this Section 5.11(d) shall be deemed satisfied; provided, further, that for the avoidance of doubt, and subject to the immediately preceding proviso, the only Restricted Subsidiaries that would be required to join this Agreement pursuant to this Section 5.11(d) shall be such Subsidiaries as are organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof. Each The Designated Company may designate a Subsidiary Guarantor hereby agrees that its Notes was not a Restricted Subsidiary of the Designated Company on the Effective Date as an Excluded Guarantor Subsidiary subject to the terms of the definition thereof, in which event the Guarantee set forth in Section 11.01 by such Restricted Subsidiary shall be and remain released 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessaccordance with Section 7.09.

Additional Guarantors. To (a) The Credit Parties will cause each of their Domestic Subsidiaries (other than Inactive Subsidiaries), whether newly formed, after acquired or otherwise existing, to promptly (and in any event within thirty days after such Domestic Subsidiary is formed or acquired (or such longer period of time as agreed to by the extent not a party to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially Administrative Agent in the form of Exhibit E hereto, pursuant to which it shall its reasonable discretion)) become a Guarantor under this Article 11 hereunder by way of execution of a Joinder Agreement. (a “New Guarantor”b) and If (i) the portion of Consolidated Tangible Assets attributable to Domestic Subsidiaries of the Parent that are not Credit Parties hereunder shall Guarantee at any time exceed five percent (5%) of Consolidated Tangible Assets, or (ii) the obligations portion of Consolidated EBITDAR attributable to Domestic Subsidiaries of the Company under this Indenture that are not Credit Parties hereunder shall at any time exceed five percent (5%) of Consolidated EBITDAR (to be calculated as agreed to by the Borrower and the NotesAdministrative Agent) ((i) and (ii) collectively, the “Threshold Requirement”), then the Borrower shall so notify the Administrative Agent and shall promptly cause one or more Domestic Subsidiaries of the Parent to become Guarantors hereunder by way of execution of Joinder Agreements so that, after giving effect thereto, the Threshold Requirement is not exceeded. Concurrently In connection with paragraphs (a) and (b) above, the Credit Parties shall give notice to the Administrative Agent not less than ten days prior to creating a Domestic Subsidiary (or such shorter period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring the Capital Stock of any other Person. The Credit Party Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of any such new Guarantor and a pledge of 100% of the Capital Stock of such new Guarantor and its Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries. In connection with the execution and delivery of such supplemental indentureforegoing, such New Guarantor the Credit Parties shall deliver to the Trustee an Opinion of Counsel that Administrative Agent, with respect to each new Guarantor to the foregoing have been duly authorizedextent applicable, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject substantially the same documentation required pursuant to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture theretoSections 4.1(b)-(e) and not by an endorsement on, 5.12 and such other documents 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 agreements as the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessAdministrative Agent may reasonably request.

Additional Guarantors. To Cause each of its Domestic Subsidiaries other than the extent not a party Excluded Subsidiaries, whether newly formed, after acquired or otherwise existing, to this Indenture on the date hereof, each Guarantor shall execute promptly (and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall any event within five (5) Business Days) after such Domestic Subsidiary is formed or acquired as permitted herein become a Guarantor under this Article 11 hereunder, by way of execution of a Joinder Agreement and a Pledge Joinder Agreement. Cause each Excluded Subsidiary that is a Domestic Subsidiary, whether newly formed, after acquired or otherwise existing, to become a Guarantor hereunder promptly (and in any event within five (5) Business Days) after such Excluded Subsidiary becomes capitalized (other than nominally capitalized in connection with such Excluded Subsidiary’s formation) or commences any activity, by way of execution of a “New Guarantor”) Joinder Agreement and a Pledge Joinder Agreement. The Obligations shall Guarantee the obligations be secured by a first priority perfected pledge of 65% of the Company under this Indenture and Capital Stock of all Foreign Subsidiaries, other than Excluded Subsidiaries, owned by such Guarantor (or 100%, if no adverse tax consequences could reasonably be expected to result therefrom, in which case such Foreign Subsidiary shall, in lieu of any pledge of the Notes. Concurrently Capital Stock thereof, become a Guarantor by complying with the execution and delivery requirements of this Section 5.10(a)). In connection therewith, the Credit Parties shall give notice to the Administrative Agent not less than ten (10) Business Days prior to creating a Domestic Subsidiary or a Foreign Subsidiary (other than an Excluded Subsidiary, in which case such supplemental indenturenotice shall be provided ten (10) Business Days prior to the capitalization thereof (other than nominal capitalization) or commencement of any activity, such New Guarantor whichever occurs first), or acquiring the Capital Stock of any other Person. In connection with the foregoing, the Credit Parties shall deliver to the Trustee an Opinion of Counsel that Administrative Agent, with respect to each new Guarantor to the foregoing have been duly authorizedextent applicable, executed substantially the same documentation required pursuant to Sections 4.1(b), 4.1(c), 4.1(d) and delivered by 5.13 and such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall other documents or agreements as the Administrative Agent may reasonably request as may be evidenced solely by its execution and delivery of this Indenture (necessary or, in the case opinion of any New GuarantorAdministrative Agent, desirable to create in favor of Administrative Agent, for the benefit of Lender Parties, a supplemental indenture thereto) valid and not by an endorsement on, or attachment to, any Note perfected first priority Lien on all 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 the Collateral of such Notes GuaranteeGuarantor described in the Pledge Agreement. The Any new affiliates (other than Subsidiaries of the Borrower) created after the Closing Date may, at the request of the Borrower, become Guarantors hereunder by delivery of any Note by an executed Joinder Agreement and a Pledge Joinder Agreement and the Trusteerelated required deliveries described above if, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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 Notethereof, the Notes Guarantee Administrative Agent and Lenders, in their sole discretion, exercised reasonably, have agreed with the Borrower to amend the terms of this Agreement to take into account the inclusion of such new affiliates. Any such amendment to the terms hereof shall be valid neverthelessbased on the facts and circumstances, including the Indebtedness and other obligations of such affiliates, as they exist or are contemplated at the time of such request.

Additional Guarantors. To Cause each member of the extent not a party Consolidated Group that owns all or any portion of an Unencumbered Asset to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee Administrative Agent an Unencumbered Asset Guaranty within (10) days after the date that such member of the Consolidated Group first owns all or any portion of an Unencumbered Asset, whether through the acquisition of such a supplemental indenture Property or the release of such a Property from a Lien securing Indebtedness or from any other restriction or encumbrance that prevented such Property from qualifying as an Unencumbered Asset. If at any time (i) a member of the Consolidated Group that has signed and delivered an Unencumbered Asset Guaranty has commenced efforts to sell an Unencumbered Asset or any portion thereof or to obtain financing to be secured by a Lien thereon (to be closed, in either case within sixty (60) days after the date of the following request for release), (ii) Borrower delivers a written request to the Administrative Agent (to be delivered together with a certification of such fact) for the release of such member from its Unencumbered Asset Guaranty, (iii) Borrower delivers a compliance certificate in substantially in the form of Exhibit E heretoH hereto signed by the Borrower’s chief financial officer, pursuant to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations treasurer or chief accounting officer confirming that Borrower would have been be in compliance with all of the Company under this Indenture covenants of the Loan Documents as of the end of the last fiscal quarter, assuming the applicable Unencumbered Asset was sold or a Lien securing an amount equal to the proposed financing was placed thereon on the last day of such fiscal quarter, showing the calculations and the Notes. Concurrently computations necessary to determine such pro-forma compliance with the execution financial covenants contained in this Agreement (including such schedules and delivery backup information as may be necessary to demonstrate such compliance), and (iv) no Default or Event of such supplemental indentureDefault exists at the time of request described in the immediately preceding clause (ii), such New Guarantor shall deliver to member of the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor Consolidated Group shall be evidenced solely released from its Unencumbered Asset Guaranty by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 written release executed by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture Administrative Agent on behalf of each of the Guarantors. If an Officer whose signature Lenders, provided that if the projected sale or secured financing is on this Indenture no longer holds that office at not effectuated Borrower shall cause such Unencumbered Asset Guaranty to be re-executed and re-delivered to the time the Trustee authenticates the Note, the Notes Guarantee shall be valid neverthelessAdministrative Agent.

Additional Guarantors. To the extent The Borrower shall cause each Restricted Subsidiary that is both a Wholly-Owned Subsidiary and a Material Subsidiary, but is not a party Taxable REIT Subsidiary or an SPE, and is not already a Guarantor (each, a “Subject Subsidiary”), (i) to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with the provisions of this Section 7.16 and (ii) to have the parent of such Subject Subsidiary to pledge the equity interests in such Subject Subsidiary to the Administrative Agent for the benefit of the Secured Creditors to secure the Obligations and take all actions required by the Pledge Agreement to perfect such pledge, in each case, 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 its terms, subject to customary limitations, qualifications, exceptions and assumptionsreasonable discretion. The Notes Guarantee “Relevant Guarantor Date” for any Subject Subsidiary means the date that is thirty (30) days after the latest of (x) the date it is formed or acquired, (y) the date it becomes a Wholly-Owned Subsidiary and (z) the date it becomes or is designated as a Material Subsidiary. In addition, the Borrower may designate any other Restricted Subsidiary that is not a Guarantor as a Guarantor at any time in the manner provided below. Any such designation of a Restricted Subsidiary of the Borrower as a Guarantor shall be evidenced solely effected by its execution and the delivery by the Borrower to the Administrative Agent of this Indenture (orand, in the case of any New Restricted Subsidiary required to become a Guarantor, the Borrower shall deliver to the Administrative Agent) each of the following: (i) Notice by the Borrower identifying such Guarantor, the state of its organization, and the ownership of the Capital Stock in such Guarantor; (ii) Either a supplemental indenture theretoGuaranty Agreement (if a Guaranty Agreement is not already in effect) or a Supplemental Guaranty duly executed and not delivered by an endorsement onsuch Guarantor; (iii) Copies of the articles or certificate of incorporation, partnership agreement or attachment tolimited liability company operating agreement of such Guarantor, any Note as applicable, together with all amendments, and a certificate of good standing, certified by the appropriate governmental officer in such Guarantor’s jurisdiction of incorporation; (iv) Copies, certified by a Senior Executive of such Guarantor, of its by-laws and of its Board of Directors’ resolutions and of resolutions or actions of any Notes Guarantee or notation thereof. Each other body authorizing the execution, delivery and performance of the Loan Documents to which such Guarantor hereby agrees that its Notes Guarantee is a party; (v) An incumbency certificate, which shall identify by name and title and bear the signatures of the Authorized Officers and any other officers of such Guarantor authorized to sign the Loan Documents to which such Guarantor is a party; (vi) Documents with respect to such Guarantor addressing the requirements set forth in clause (xii) of Section 11.01 5.1; and (vii) Evidence that the parent of such Subsidiary has pledged the equity interests in such Subsidiary to the Administrative Agent for the benefit of the Secured Creditors to secure the Obligations and has taken all actions required by the Pledge Agreement to perfect such pledge. Upon the Administrative Agent’s receipt of the foregoing, all of which shall be reasonably satisfactory to the Administrative Agent in form and remain in full force substance, such Subsidiary of the Borrower shall be a Guarantor and effect notwithstanding any failure a Loan Party hereunder. In addition, to endorse on any Note a notation the extent such Subsidiary’s Capital Stock does not secure all of such Notes Guarantee. The delivery the obligations under all of the Intercompany Notes, the Borrower shall cause the Capital Stock of any Note by the Trustee, Taxable REIT Subsidiary and any other Restricted Subsidiary created or acquired or designated as a Restricted Subsidiary after the authentication thereof hereunder, shall constitute due delivery Closing Date to be subject to a perfected first priority security interest in favor of the Notes Guarantees set forth Administrative Agent pursuant to Security Documents or, if applicable, joinders thereto, in this Indenture on behalf of each of form and substance reasonably satisfactory to the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid neverthelessAdministrative Agent.

Additional Guarantors. To (a) [Reserved]. (b) Notify the Administrative Agent as promptly after any Person becomes a Subsidiary after the date hereof (such notice to specify whether such Subsidiary is a U.S. Subsidiary or an Offshore Subsidiary), and as soon as practicable thereafter (and in any event within 45 days), (i) if such Person is a U.S. Subsidiary (other than a Dormant Subsidiary or a U.S. Foreign Holdco) cause such Person to become a U.S. Guarantor by executing and delivering to the Administrative Agent a counterpart of the U.S. Guaranty, and (ii) if such Person either (i) is an Offshore Subsidiary of a Designated Borrower or (ii) an Offshore Subsidiary or a U.S. Foreign Holdco that, in either case, directly or indirectly owns capital stock or other equity interests of a Designated Borrower, cause such Person to become an Offshore Guarantor of such Designated Borrower, to the extent not a party to this Indenture on the date hereofpermitted by Law, each Guarantor shall execute by executing and deliver delivering to the Trustee Administrative Agent a supplemental indenture substantially in counterpart of the form applicable Offshore Guaranty. (c) Notwithstanding the provisions of Exhibit E heretothis Section 6.12 or any other provision of this Agreement to the contrary, pursuant (i) an Offshore Subsidiary shall only be required to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee guaranty the obligations of the Company Designated Borrower who owns or is owned by, directly or indirectly, such Offshore Subsidiary or (ii) if (A) the Administrative Agent and DeVry agree in writing that the cost, burden or consequence (including adverse tax consequences) of obtaining an Offshore Guaranty from an Offshore Subsidiary is excessive in relation to the value of such Offshore Guaranty to the Lenders or (B) such Offshore Subsidiary (1) has assets which (together with the assets of its Subsidiaries who are not Offshore Guarantors) do not exceed 10% of the consolidated assets of DeVry and its Subsidiaries at such time, and (2) has EBITDA which (together with EBITDA of its Subsidiaries who are not Offshore Guarantors) does not exceed 10% of the Consolidated EBITDA of DeVry and its Subsidiaries at such time, then such Offshore Subsidiary shall not be required to become an Offshore Guarantor under this Indenture and Section 6.12, it being understood that that at any time (whether or not a Default then exists), the Notes. Concurrently with Required Lenders may request that such Offshore Subsidiary become an Offshore Guarantor of the execution and delivery applicable Designated Borrower, whereupon within 45 days of such supplemental indenture, such New Guarantor request DeVry shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 it will) cause the such Offshore Subsidiary to become an Offshore Guarantor by executing and delivery to the Administrative Agent a counterpart of the applicable Offshore Guaranty. Each Guaranty executed pursuant to this Section 6.12 is to be accompanied by such supporting documents of the types referred to in Section 11.01 4.1(a)(vi) and (vii) and favorable opinions of counsel to such Person (which shall be cover, among other things, the legality, validity, binding effect and remain in full force and effect notwithstanding any failure to endorse on any Note a notation enforceability of such Notes Guarantee. The delivery of any Note by Guaranty), all in form, content and scope reasonably satisfactory to the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessAdministrative Agent.

Additional Guarantors. To the extent not a party to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations of the Company Issuers under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Note Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Notes Note Guarantee or notation thereof. Each Guarantor hereby agrees that its Notes Note 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 Note Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Note Guarantees set forth in this Indenture on 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, the Notes Note Guarantee shall be valid nevertheless.

Additional Guarantors. To (a) If the extent Original Guarantors do not a party to this Indenture deliver evidence of the Additional Guarantee Shareholder Approval in accordance with Clause 20.1(a) on or before 25 April 2001, then the Original Guarantors shall procure that on such date hereof, each Guarantor shall of ▇▇▇▇ Elsevier plc and Elsevier Finance SA execute and deliver to the Trustee Facility Agent a supplemental indenture substantially duly completed and executed Accession Letter in the form of Exhibit E heretoorder to become Additional Guarantors hereunder, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion Facility Agent all of Counsel the documents and other evidence listed in Part II of Schedule 2 (Conditions precedent) in relation to each such company, in form and substance satisfactory to the Facility Agent. (b) The Facility Agent shall notify the Borrowers' Agent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the foregoing documents and other evidence listed in paragraph (a) above and in Part II of Schedule 2 (Conditions precedent). At such time, the Guaranteed Amounts guaranteed by the Additional Guarantors (but not the Guaranteed Amounts guaranteed by the Original Guarantors) shall automatically, without any further action from any person, include the Facility C Guaranteed Amounts. (c) If the Additional Guarantors shall have been duly authorizedguaranteed the Facility C Guaranteed Amounts pursuant to this Clause 20.2, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is the payment obligations of Elsevier Finance SA, as a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor under Clause 19.1 shall be limited to the amount equal to the aggregate of its reserves (being the balance sheet profits and any reserves made on its behalf, all in accordance with Article 675 paragraph 2 and Article 671 paragraphs 1 and 2(3) of the Swiss Code of Obligations) as may be legally available from time to time for distribution to its terms, shareholders (subject to customary limitationsSwiss withholding tax deductions required, qualificationsif any). (d) Upon the payment in full of the Facility C Advances, exceptions and assumptions. The Notes Guarantee cancellation of any Guarantor the Facility C Commitments, the Additional Guarantors shall be evidenced solely by its execution and delivery of this Indenture (orreleased from their obligations under the Additional Guarantee, in the case of which shall terminate automatically without any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, further action from 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessother person.

Additional Guarantors. To (a) The Issuer shall cause (i) each Material Subsidiary (other than an Excluded Subsidiary) and (ii) any other Restricted Subsidiary that Guarantees any Public Debt or any syndicated credit facilities of the extent Issuer or the Guarantors (except if the amount of such Public Debt or syndicated credit facilities is not greater than $35 million) to (x) become a party Guarantor within 30 days of becoming a Material Subsidiary in the case of clause (i) and (y) in the case of clause (ii), substantially concurrently with the provision of such Guarantee, to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it 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. (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 under this Article 11 and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion extent action is required by it) shall take all necessary actions requested by the Issuer, to effectuate any release of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 any Restricted Subsidiary to provide a Note Guarantee to the extent and assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult 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 an endorsement on, or attachment to, any Note the terms 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 Indebtedness of such Notes Guarantee. The delivery of Restricted Subsidiary existing on the Issue Date (or if later, on the date such entity becomes a Restricted Subsidiary) that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on 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, the Notes Guarantee shall be valid neverthelessclause (4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. To In the extent not event of any incurrence (including the assumption of existing Indebtedness via an acquisition of Equity Interests) of Senior Financing Obligations occurring after the Closing Date by any Subsidiary of the Parent (other than the Borrower or an existing Guarantor) such Subsidiary shall, at the cost of the Loan Parties, become a party Subsidiary Guarantor hereunder within 30 days after such incurrence of Senior Financing Obligations by executing and delivering to this Indenture on the Administrative Agent (x) prior to the date hereofthat the Subsidiary Guaranty has been executed and delivered, each the Subsidiary Guaranty, and (y) thereafter, a counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose. Each such Subsidiary Guarantor shall execute and shall, within such 30 day period, deliver to the Trustee Administrative Agent (A) all of the documents set forth in Sections 5.01(a)(iv), (v) and (ix) with respect to such Subsidiary Guarantor, (B) all of the “know your client” information relating to such Subsidiary Guarantor that is reasonably requested by the Administrative Agent or any Lender Party and (C) a supplemental indenture corporate formalities legal opinion relating to such Subsidiary Guarantor from counsel reasonably acceptable to the Administrative Agent, all in form and substance reasonably satisfactory to the Administrative Agent. If any Subsidiary Guarantor is no longer a guarantor or credit support provider with respect to any Senior Financing Obligations, then the Administrative Agent shall, upon the request of the Borrower, promptly release such Subsidiary Guarantor from the Subsidiary Guaranty by executing and delivering a guarantor release substantially in the form of attached to Exhibit E H hereto, pursuant to which it provided that no Event of Default shall become a Guarantor under this Article 11 (a “New Guarantor”) have occurred and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelesscontinuing.

Additional Guarantors. To (a) The Issuer may request that any Group Company becomes an Additional Guarantor. (b) A Group Company shall become an Additional Guarantor if: (i) the extent not a party to this Indenture on Issuer and the date hereof, each proposed Additional Guarantor shall execute and deliver to the Trustee Security Agent a supplemental indenture substantially in duly completed and executed Accession Letter; (ii) the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 Security Agent has received (a “New Guarantor”or waived the receipt of) and shall Guarantee the obligations all of the Company documents, items and evidence specified in clause 12.3 (Conditions precedent for additional Guarantors) of the Terms and Conditions in form and substance satisfactory to the Security Agent (acting reasonably); and (iii) for as long as any amounts and/or any commitment remain outstanding under this Indenture the Facility Agreement, the Security Agent has received a confirmation from the Super Senior Agent that the Super Senior Agent has received (or waived the receipt of) all the documents, items and evidence specified in part 2 of schedule 2 (Conditions Precedent) of the Facility Agreement in form and substance satisfactory to the Super Senior Agent (acting reasonably). (c) The Security Agent shall notify the Issuer promptly upon (i) being satisfied that it has received in form and substance reasonably satisfactory to it (or waived the receipt of) all the documents, items and evidence specified in clause 12.3 (Conditions precedent for additional Guarantors) of the Terms and Conditions and (ii) for as long as any amounts and/or any commitment remain outstanding under the Facility Agreement, having received a confirmation from the Super Senior Agent that the Super Senior Agent is satisfied that it has received in form and substance satisfactory to it (or waived the receipt of) all the documents, items and evidence specified in part 2 of schedule 2 (Conditions Precedent) of the Facility Agreement. (d) The Security Agent may assume that the documentation and evidence delivered to it is accurate, legally valid, enforceable, correct and true, and the Notes. Concurrently with Security Agent does not have to verify or assess the execution and delivery contents of any such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptionsdocumentation. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture thereto) and conditions precedent are 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 reviewed by the Trustee, after the authentication thereof hereunder, shall constitute due delivery Security Agent from a legal or commercial perspective of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessSecured Parties.

Additional Guarantors. To (a) The Issuer shall cause each Material Subsidiary (other than Excluded Subsidiaries) that guarantees any Public Debt or any syndicated Credit Facilities of the extent Issuer or the Guarantors (other than (solely with respect to the relevant Subsidiary) (i) any Guarantees of Public Debt or syndicated Credit Facilities that exist at the time such Excluded Subsidiary became a Subsidiary of the Issuer and (ii) Public Debt or syndicated Credit Facilities in an amount not greater than $50 million) to (x) become a party Guarantor within 30 days of becoming a Material Subsidiary and (y) substantially concurrently with the provision of such Guarantee, to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it 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. (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 under this Article 11 (a “New Guarantor”) and shall such Note Guarantee may be released at any time in the obligations of the Company under this Indenture Issuer’s sole discretion. The Trustee and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Notes Collateral Agent (to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of Counsel that releases or waivers under the foregoing have been duly authorizedIntercreditor Agreement or any Additional Intercreditor Agreement, executed and delivered by such New Guarantor and that such New Guarantor’s to effectuate any release of a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 (i) cause an Excluded Subsidiary to provide a Note Guarantee (for so long as such entity is an Excluded Subsidiary), nor (ii) to cause any Restricted Subsidiary to provide a Note Guarantee to the extent and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in for so long as the case of any New Guarantor, 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 Incurrence of such Notes Guarantee. The delivery Guarantee pursuant to this Section 4.21(g)(ii) could reasonably be expected to give rise to or result in: (1) any violation of applicable law or regulation; (2) any Note by liability for the Trusteeofficers, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid nevertheless.104 EU-DOCS\26039728.6

Additional Guarantors. To (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 extent not 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 party 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 Indenture on the date hereof, each Guarantor shall Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it 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 under this Article 11 and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 onin 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 attachment to, any Note of any Notes pari passu with such Subsidiary’s 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessother Indebtedness.

Additional Guarantors. To (a) If, after the extent Issue Date, (a) (1) any Restricted Subsidiary that is a Domestic Subsidiary or organized in an Approved Jurisdiction (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Domestic Subsidiary that is a FSHCO or a Subsidiary of a CFC (other than a CFC organized in an Approved Jurisdiction)) that is not then a Guarantor enters into any guarantee of or otherwise Incurs any Indebtedness under the New Credit Agreement or any other Credit Agreement which is entered into or guaranteed by the Issuer or a Guarantor or (2) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor guarantees any Public Indebtedness of the Issuer or any of its Restricted Subsidiaries which is a Guarantor, in each case, with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, (in the case of clause (a) above, within 30 days (or 90 days in the case of a Restricted Subsidiary that is not a party to this Indenture on Domestic Subsidiary or that is a FSHCO or a Domestic Subsidiary of a CFC) of the date hereofthat such Indebtedness has been guaranteed, each Guarantor shall or otherwise Incurred) to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it such Restricted Subsidiary shall become a Guarantor under this Article 11 (Indenture governing the Notes providing for 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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and Restricted Subsidiary that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any clause (a) above) ranks pari passu (on an unsecured basis) with such Indebtedness or such guarantee of such Indebtedness under the New GuarantorCredit Agreement, such other Credit Agreement or such Certain Capital Markets Debt so Incurred or provided by such Restricted Subsidiary. Notwithstanding the foregoing, (w) no Guarantee by a supplemental indenture theretoReceivables Subsidiary shall be required solely as a result of the Incurrence of Indebtedness, Disqualified Stock or Preferred Stock by such Receivables Subsidiary in a Qualified Receivables Financing or a Qualified Receivables Factoring in accordance with Section 3.3(b)(xxii), (x) and not by an endorsement on, or attachment to, any Note no Guarantee shall be required as a result of any Notes Guarantee Indebtedness or notation thereof. Each Guarantor hereby agrees guarantee of Indebtedness 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf of each of the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office existed at the time such Person became a Restricted Subsidiary if the Trustee authenticates Indebtedness or guarantee was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary, and (y) no Restricted Subsidiary shall be required to become a Guarantor if, in the Notegood faith determination of the Issuer (which determination shall be conclusive), the Notes provision by such Restricted Subsidiary of a Guarantee could reasonably be expected to give rise to or result in: (i) any violation of applicable law that cannot be avoided or otherwise prevented through measures reasonably available to the Issuer (including any reasonably available “whitewash” procedures or similar procedures that would be required in order to enable such Guarantee to be provided in accordance with applicable law); (ii) any liability (criminal, civil, administrative or other) for any of the officers, directors or shareholders of the Issuer or any Subsidiary thereof (including such Guarantor); (iii) any violation of the provisions of any joint venture or other material agreement, in each case in effect on the Issue Date and not entered into in contemplation of avoiding a requirement to guarantee the Notes, governing or binding upon the Issuer or any Restricted Subsidiary; (iv) any material risk of any such violation or liability; (v) any cost, expense, liability or obligation (except, in each case, with respect to taxes) other than routine and immaterial out-of-pocket expenses incurred in connection with (x) any governmental or regulatory filings required as a result of such Guarantee or (y) any “whitewash” procedures (or similar procedures that would be required in order to enable such Guarantee to be provided in accordance with applicable law) undertaken in connection with such Guarantee; or (vi) any material adverse tax consequence, including an obligation to pay additional amounts in respect thereof, other than a material adverse tax consequence under Section 956 of the Code attributable to the provision of a Guarantee by a Person organized in an Approved Jurisdiction. (b) Each Guarantee by a Restricted Subsidiary will be limited to an amount in U.S. dollars or to the equivalent in local currency, if mandatory under the applicable law, not to exceed the maximum amount that can be guaranteed by such Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Notwithstanding any other provisions of this Indenture, each Note Guarantee of a Subsidiary Guarantor organized in a jurisdiction outside the United States shall be valid neverthelessin such form and substance, and subject to such terms, conditions, limitations, qualifications and restrictions as may be necessary or appropriate (in the good faith determination of the Issuer, which determination shall be conclusive) by reason of or to comply with any applicable law, rule or regulation. (c) Each Guarantee by a Subsidiary Guarantor shall be released upon the terms and in accordance with the provisions of Article X.

Additional Guarantors. To (a) The Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to Guarantee any Indebtedness of the extent not Issuer or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(8) hereof) unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a party to this Indenture Guarantor on the date hereofon which the Guarantee is Incurred and, each Guarantor shall execute if applicable, executes and deliver delivers to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other 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 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 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 under this Article 11 (a “New Guarantor”) and shall such Note Guarantee may be released at any time in the obligations of the Company under this Indenture Issuer’s sole discretion. The Trustee and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Notes Security Agent (to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of Counsel that releases or waivers under the foregoing have been duly authorizedIntercreditor Agreement or any Additional Intercreditor Agreement, executed and delivered by such New Guarantor and that such New Guarantor’s to effectuate any release of a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 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 assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult of, LEGAL_EU # 16733244.6 100 or any measures pursuant to clause (1) of this 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 Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by an endorsement on, or attachment to, any Note the terms 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 Indebtedness of such Notes Guarantee. The delivery of Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on 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, the Notes Guarantee shall be valid neverthelessclause (4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. To (a) With respect to any Material Air Carrier Subsidiary (whether in existence on the extent not a party to this Indenture on date hereof or created or acquired after the date hereof, each Guarantor and other than any Initial Guarantor), the Parent shall cause such Material Air Carrier Subsidiary to promptly execute and deliver to the Trustee Beneficiaries a supplemental indenture substantially joinder and guaranty supplement to this Guarantee in the form of attached hereto as Exhibit E heretoA (the “Joinder Supplement”), pursuant to which it and thereupon such Subsidiary shall become a Guarantor under this Article 11 “Guarantor” for all purposes of the Operative Agreements. As used herein, “Material Air Carrier Subsidiary” means any Subsidiary of the Parent that is a U.S. Air Carrier (as defined in the Indenture) (each, a “New GuarantorPart 135 Subsidiary”) and shall Guarantee at the obligations time of determination (i) had assets which, as of the Company under this Indenture and date of the Notes. Concurrently with Parent’s most recent quarterly consolidated balance sheet, constituted at least 10% of the execution and delivery Parent’s total assets on a consolidated basis as of such supplemental indenturedate or (ii) had revenues for the 12 month period ending on the date of the Parent’s most recent quarterly consolidated statement of income which constituted at least 10% of the Parent’s total revenues on a consolidated basis for such period; provided, that neither (y) the assets of all Part 135 Subsidiaries that are not Material Air Carrier Subsidiaries as of the date of the Parent’s most recent quarterly consolidated balance sheet shall exceed 10% of the Parent’s total assets on a consolidated basis as of such New Guarantor date nor (z) revenues of all the Part 135 Subsidiaries that are not Material Air Carrier Subsidiaries for the 12 month period ending on the date of the Parent’s most recent quarterly consolidated statement of income shall exceed 10% of the Parent’s total revenues on a consolidated basis for such period, in which case of clauses (y) and (z), the Parent shall cause one or more such Part 135 Subsidiaries to promptly execute and deliver to the Trustee an Opinion of Counsel Beneficiaries one or more Joinder Supplements such that following such joinders, the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor conditions in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture clauses (or, in the case of any New Guarantor, a supplemental indenture theretoy) 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf of each of the Guarantors. If an Officer whose signature is on this Indenture (z) no longer holds apply with respect to all other Part 135 Subsidiaries that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid neverthelessare not then Guarantors.

Additional Guarantors. To the extent not a party to this Indenture on (a) Within 10 Business Days following the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to on which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations either of the Company under this Indenture and following conditions first applies to any Subsidiary (other than an Excluded Subsidiary) that is not already a Guarantor, the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor Borrower shall deliver to the Trustee Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Opinion Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) and (ii) the items that would have been delivered under Sections 6.1.(a)(iv) through (viii) and (xvi) if such Subsidiary had been a Loan Party on the Agreement Date: (A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of Counsel the Parent, the Borrower or any other Subsidiary; or (B) (x) such Subsidiary owns an Eligible Property, and (y) either has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness or whose equity interests are owned directly or indirectly by another Subsidiary of the Parent (other than the Borrower) which has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness; provided that one or more direct or indirect Subsidiaries of the Parent that has or Guarantees (or has an equity interest holder that has or Guarantees) Indebtedness described above in clause (A) or (B) shall not be required to provide an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) so long as the aggregate amount of all such Indebtedness of, and guarantees by, all such Subsidiaries described above in clause (A) or (B) does not exceed $25,000,000. (b) The Borrower may request in writing that the foregoing have been duly authorizedAdministrative Agent release, executed and delivered upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by such New Guarantor the Parent, the Borrower and that such New Guarantor’s Guarantee each other Loan Party in the Loan Documents to which any of them is a valid and legally binding obligation of such New Guarantorparty, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution true and delivery of this Indenture correct in all material respects (or, except in the case of any New Guarantora representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a supplemental indenture theretorepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and not except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) [reserved], and (v) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by an endorsement on, or attachment to, any Note the Borrower to the Administrative Agent of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees such request shall constitute a representation by the Borrower that its Notes Guarantee the matters 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 the preceding sentence (both as of the date of the giving of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery request and as of the Notes Guarantees set forth in this Indenture on behalf of each date 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, the Notes Guarantee shall be valid neverthelesseffectiveness of such request) are true and correct with respect to such request.

Additional Guarantors. To (a) The Company shall cause each Domestic Restricted Subsidiary that Guarantees the extent not a party Credit Facility to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, Guarantee pursuant to which it such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior subordinated basis and all other obligations under the Indenture. Notwithstanding the foregoing, in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of the Credit Facility, then the Guarantee of such Guarantor shall become be automatically and unconditionally released or discharged; provided, that such Restricted Subsidiary has not incurred any Indebtedness in reliance on its status as a Guarantor under this Article 11 (a “New Section 4.09 unless such Guarantor”) ’s obligations under such Indebtedness so incurred are satisfied in full and shall Guarantee the obligations discharged or are otherwise permitted under one of the Company exceptions available under this Indenture and the Notes. Concurrently with the execution and delivery definition of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf of each of the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office “Permitted Indebtedness” at the time of such release to Restricted Subsidiaries. (b) Each Guarantee will be limited to an amount not to exceed the Trustee authenticates maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the NoteGuarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. (c) No later than May 15, 2007, the Notes Guarantee Company shall be valid neverthelesseither (i) cause the Immaterial Domestic Subsidiaries to guarantee the notes, (ii) properly designate the Immaterial Domestic Subsidiaries as Unrestricted Subsidiaries, or (iii) cause the Immaterial Domestic Subsidiaries to either (A) transfer all of their assets to the Company or a Guarantor and then dissolve such Immaterial Domestic Subsidiary or (B) merge into a Guarantor.

Additional Guarantors. (a) Each of the Issuer’s current and future Domestic Subsidiaries (other than the Co-Issuers, Notes PropCo and Extended Term Loan PropCo) and, subject to clause (b) below, each of the Issuer’s future Foreign Subsidiaries shall, jointly and severally, irrevocably, fully and unconditionally guarantee on a senior basis and subject to the applicable Intercreditor Agreements the Guaranteed Obligations. The foregoing requirement to provide a Subsidiary Guarantee shall not apply to an Excluded Subsidiary. (b) 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) To the extent not a party Person is required to this Indenture on provide a Subsidiary Guarantee under the date hereofabove provisions, each Guarantor such Person shall execute and deliver to the Trustee a supplemental indenture substantially to this Indenture evidencing such Subsidiary Guarantee in the form of Exhibit E hereto, pursuant D within 10 Business Days after the requirement to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall provide such Subsidiary Guarantee the obligations of the Company arises under this Indenture on the same terms and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees conditions as those set forth in this Indenture on behalf and applicable to the other Guarantors, together with an Opinion of each Counsel and an Officer’s Certificate, 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) Neiman Marcus Bermuda, L.P., a limited partnership organized under the laws of Bermuda, NMG Asia Holdings Limited, a company organized under the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at laws of Hong Kong, and NMG Asia Limited, a company organized under the time laws of Hong Kong, shall not be required to provide a Subsidiary Guarantee unless additional Investments are made after the Trustee authenticates Issue Date by the Note, the Notes Guarantee shall be valid neverthelessIssuers or any Restricted Subsidiaries in such Foreign Subsidiary exceeding $2.5 million in aggregate.

Additional Guarantors. To Notify the extent not Lender at the time that any Person, including any other Subsidiary, becomes a party Material Domestic Subsidiary, and promptly thereafter (and in any event within forty-five (45) days), cause such Person to this Indenture on (a) become a Guarantor by executing and delivering to the date hereofLender a Joinder Agreement in the form set forth as Exhibit G attached hereto, each Guarantor shall execute and (b) deliver to the Trustee Lender documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) 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 in clause (a)), all in form, content and scope reasonably satisfactory to the Lender. In addition to the foregoing requirement that all Material Domestic Subsidiaries become Guarantors under the Guaranty, the Borrower agrees as follows: (i) immediately upon Financial Models Company Ltd. ("FMC Ltd."), a supplemental indenture substantially in New York corporation (and presently a subsidiary of Target), becoming a direct Domestic Subsidiary of the form of Exhibit E heretoBorrower, pursuant the Borrower will cause FMC Ltd. to which it shall become a Guarantor under this Article 11 in the manner described in the preceding sentence, (ii) in the event that at the end of any fiscal quarter the annual revenue of a “New Domestic Subsidiary (not at such time a Guarantor”) and shall Guarantee the obligations of the Company under this Indenture Borrower during the trailing twelve-month period is greater than $10,000,000, the Borrower shall promptly (and in any event within forty-five (45) days) cause such Domestic Subsidiary to become a Guarantor in the Notes. Concurrently with manner described in the execution preceding sentence, and delivery (iii) in the event that at the end of any fiscal quarter the aggregate annual revenues of all Domestic Subsidiaries (not at such time Guarantors) of the Borrower during the trailing twelve month period is greater than $30,000,000, the Borrower shall promptly (and in any event within forty-five (45) days) cause one or more of such supplemental indenture, such New Guarantor shall deliver Domestic Subsidiaries to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (orbecome Guarantors, in the case manner described in the preceding sentence, such that (after giving effect to such guaranties) the aggregate annual revenues of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Notes Guarantee or notation thereof. Each all non-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 Domestic Subsidiaries during the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf of each of the Guarantors. If an Officer whose signature trailing twelve months period is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid neverthelessless than $30,000,000.

Additional Guarantors. To (a) Where Domestic Subsidiaries that are not Guarantors (the “Non-Guarantor Domestic Subsidiaries”) shall at any time: (i) in any instance for any such Non-Guarantor Domestic Subsidiary, constitute more than fifteen percent (15%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than fifteen percent (15%) of consolidated revenues for the Consolidated Group for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, or (ii) in the aggregate for all such Non-Guarantor Domestic Subsidiaries, constitute more than twenty percent (20%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than twenty percent (20%) of consolidated revenues for the Consolidated Group for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter, (clauses (i) and (ii) immediately above, collectively, the “Domestic Threshold Requirement”), then the Company shall (A) notify the Administrative Agent thereof within ten days after a Responsible Officer has knowledge thereof, and (B) within thirty days thereafter, (1) cause enough Domestic Subsidiaries to become a Domestic Guarantor by execution of a Guarantor Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Subsidiaries shall not in any instance, or collectively, exceed the Domestic Threshold Requirement and (2) deliver with the Guarantor Joinder Agreement such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request. (b) Where Foreign Subsidiaries that are not Guarantors (the “Non-Guarantor Foreign Subsidiaries”) shall at any time in any instance for any such Non-Guarantor Foreign Subsidiary, constitute more than fifteen percent (15%) of consolidated assets for the Consolidated Group as of the end of the immediately preceding fiscal quarter or generate more than fifteen percent (15%) of consolidated revenues for the Consolidated Group for the period of four consecutive fiscal quarters ending as of the end of the immediately preceding fiscal quarter (the “Foreign Threshold Requirement”), then the Company shall (A) notify the Administrative Agent thereof within ten days after a Responsible Officer has knowledge thereof, and (B) within thirty days thereafter, (1) cause enough Foreign Subsidiaries to become a Foreign Guarantor by execution of a Guarantor Joinder Agreement, such that immediately after joinder as a Guarantor, the remaining Non-Guarantor Foreign Subsidiaries shall not in any instance, or collectively, exceed the Foreign Threshold Requirement and (2) deliver with the Guarantor Joinder Agreement such supporting resolutions, incumbency certificates, corporate formation and organizational documentation and opinions of counsel as the Administrative Agent may reasonably request; provided, that clause (b) of this Section shall not require the joinder of a Non-Guarantor Foreign Subsidiary as a Guarantor to the extent not a party to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered prohibited by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessapplicable Law.

Additional Guarantors. (a) If on the last day of any calendar quarter the total assets (not including investments in Subsidiaries) of any non-Guarantor Subsidiary of the Borrower (other than JLW Supply Company) which is a Non-Real Estate Restricted Subsidiary, equals or exceeds 5% of the total consolidated assets of the Borrower and its Non-Real Estate Restricted Subsidiaries, then the Borrower will, within 15 Business Days of the date on which the balance sheet for such date is required to be delivered pursuant to Section 6.6(i) or Section 6.6(ii), cause each such Subsidiary to become a Guarantor hereunder. To the extent not any Subsidiary becomes a party to Guarantor as a result of the requirements of this Indenture Section 6.22(a), the Guaranty of such Subsidiary shall be released upon request of the Borrower if on the date hereoflast day of two successive calendar quarters the total assets (not including investments in Subsidiaries) of such Guarantor Subsidiary was less than 5% of the total consolidated assets of the Borrower and its Non-Real Estate Restricted Subsidiaries, each Guarantor shall provided that no Unmatured Default or Default is continuing. The Administrative Agent is hereby authorized to execute and deliver all appropriate documents on behalf of the Lenders to document the release of such Subsidiary from its Guaranty. (b) In addition to the Trustee a supplemental indenture substantially requirements of Section 6.22(a), if on the last day of any calendar quarter either (I) (i) the Borrower's ratio of Total Funded Debt as of such day to EBITDA for the four calendar quarters then ended is greater than 2.50 to 1.00 and (ii) the total assets (not including investments in Subsidiaries) of the form non-Guarantor Subsidiaries of Exhibit E heretothe Borrower which are Non-Real Estate Restricted Subsidiaries equals or exceeds 25% of the total consolidated assets of the Borrower and its Non- Real Estate Restricted Subsidiaries, or (II) (i) the Borrower's ratio of Total Funded Debt as of such day to EBITDA for the four calendar quarters then ended is 2.50 to 1.00 or less and (ii) the total assets (not including investments in Subsidiaries) of the non-Guarantor Subsidiaries of the Borrower which are Non-Real Estate Restricted Subsidiaries equals or exceeds 50% of the total consolidated assets of the Borrower and its Non- Real Estate Restricted Subsidiaries, then the Borrower will, within 15 Business Days of the date on which the balance sheet for such date is required to be delivered pursuant to which it shall Section 6.6(a)(i) or Section 6.6(a)(ii), cause an additional Subsidiary or additional Subsidiaries to become a Guarantor under this Article 11 or Guarantors hereunder such that the total assets (a “New Guarantor”not including investments in Subsidiaries) and shall Guarantee the obligations of the Company under this Indenture and non- Guarantor Subsidiaries of the Notes. Concurrently with the execution and delivery of such supplemental indentureBorrower which are Non-Real Estate Restricted Subsidiaries, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (orare less than 25%, in the case of any New Guarantor, a supplemental indenture theretoclause (I) and not by an endorsement onabove, or attachment to50%, any Note in the case 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 Trusteeclause (II) above, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf of each total consolidated assets of the GuarantorsBorrower and its Non-Real Estate Restricted Subsidiaries. If an Officer whose signature is on this Indenture no longer holds that office at To the time extent any Subsidiary becomes a Guarantor as a result of the Trustee authenticates the Note, the Notes Guarantee shall be valid nevertheless.requirements of this

Additional Guarantors. To (a) As soon as practicable (and in any event within 30 days) following the extent Acquisition or creation of any Subsidiary by the Borrower or any Subsidiary after the Effective Date which is not already a Guarantor and which is not a party Non-Obligor, the Borrower shall notify the Administrative Agent and thereafter cause such Subsidiary to this Indenture on the date hereof, each become a Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially by executing an Assumption Agreement in the form of Exhibit E hereto1 to the Guaranty to the extent permissible under Applicable Law. (b) If any Non-Obligor or Non-Obligors, pursuant as applicable, of the type referred to which it in (i) clause (a)(i) of the definition of "Non-Obligor" ceases to be dormant and/or becomes a wholly owned Subsidiary, as applicable, at any time, (ii) clause (b)(i)(w) of the definition of "Non-Obligor" has a total asset value of greater than $1,000,000 at any Fiscal Quarter end, (iii) clause (b)(ii)(y) of the definition of "Non-Obligor" has a total asset value greater than $15,000,000 at any Fiscal Quarter end, or (iv) clause (b)(i)(x) or clause (b)(ii)(z) of the definition of "Non-Obligor" has a combined total asset value greater than $50,000,000 in the aggregate at any Fiscal Quarter end, then, in any case, the Borrower shall notify the Administrative Agent thereof within 30 days thereof and thereafter cause such Subsidiary or Subsidiaries, as the case may be, to become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee by executing an Assumption Agreement in the obligations form of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Exhibit 1 to the Trustee an Opinion of Counsel that Guaranty to the foregoing have been duly authorizedextent permissible under Applicable Law, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, it being understood in the case of any New Guarantor, a supplemental indenture theretoclause (iv) and that only such Subsidiary or Subsidiaries as selected by the Borrower as may be necessary to cause combined total asset value to 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 exceed $50,000,000 shall be and remain required to become Guarantors. In addition, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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 Noteforegoing cases, the Notes Guarantee Borrower shall be valid neverthelesscause such Subsidiary to provide the Administrative Agent with such additional instruments or documents, including opinions of counsel (which shall cover, among other things, the legality, validity, binding effect and enforceability of the Assumption Agreement), certified resolutions, incumbency certificates, third party consents and other evidences of authority, with respect to such Subsidiary's ratification of, and assumption of all obligations under, the Guaranty, as the Administrative Agent shall reasonably request and all in form, content and scope reasonably satisfactory to the Administrative Agent.

Additional Guarantors. To the extent not (i) Subject to paragraph (b) below, a party to this Indenture on the date hereof, each Subsidiary of UPC Distribution may become an Additional Guarantor shall execute and deliver by delivering to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become Facility Agent a Guarantor Accession Agreement, duly executed by that company. (i) A person which (a) becomes the immediate Holding Company of UPC Distribution or (b) becomes an Additional Obligor under this Article 11 the New Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company or Additional Obligor (as applicable), become an Additional Guarantor by delivering to the Facility Agent a “New Guarantor”Guarantor Accession Agreement, duly executed by that company. (ii) and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the Upon execution and delivery of such supplemental indenture, such New a Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution Accession Agreement and delivery of this Indenture the documents specified in sub-paragraph (iv) below, the relevant Subsidiary or person referred to in sub-paragraph (i) or (ii) above will become an Additional Guarantor. (iii) UPC Distribution shall procure that, at the same time as a Guarantor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent all those documents listed in Part 2 of 0 (Conditions Precedent Documents), in each case in form and substance satisfactory to the Facility Agent (acting reasonably). (iv) The Guarantor Accession Agreement referred to in sub-paragraph (i) above may, with the prior written approval of the Facility Agent, include a limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (Guarantee) where such limitation is required by any applicable law. (b) UPC Distribution shall: (i) procure that at all times the value of the aggregate EBITDA, total assets and total revenues of: (A) the Guarantors as of the Effective Date (other than, UPC Distribution, any UPC Distribution Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and (B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such financial statements have been provided in respect of such Additional Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of 0 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Obligors) in respect of each Additional Guarantor), is equal to or greater than 95 per cent. of the Borrower Group’s consolidated EBITDA, total assets and total revenues (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)), if necessary by procuring that additional Subsidiaries of UPC Distribution become Additional Guarantors; and (ii) consult with the Facility Agent prior to any entity becoming an Additional Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of such entity becoming an Additional Guarantor, in the case consolidated financial position of the Borrower Group (taken as a whole) which would or be reasonably likely to have a Material Adverse Effect. (c) UPC Distribution represents and warrants to the Finance Parties that it is in compliance with paragraph (b) above as of the Effective Date (all relevant calculations being made by reference to the financial statements most recently provided under Clause 16.2(a) or (b) (Financial Information). (d) After the Effective Date, UPC Distribution shall be in compliance with its obligations under paragraph (b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the delivery to the Facility Agent of any New Guarantor, financial statements delivered under Clause 16.2(a) or (b) (Financial information) which demonstrate that additional Subsidiaries of UPC Distribution are required to be become Additional Guarantors under paragraph (b). (e) The execution of 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 Accession Agreement constitutes confirmation by the Trustee, after relevant Additional Guarantor that the authentication thereof hereunder, shall constitute due delivery relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the date of the Notes Guarantees set forth in this Indenture on behalf of each of Guarantor Accession Agreement are correct, as if made with reference to the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid neverthelessfacts and circumstances then existing.

Additional Guarantors. To the extent not a party to this Indenture on the date hereof, each Guarantor shall execute and deliver (a) Prior to the Trustee Investment Grade Rating Date and within sixty (60) days of any Person becoming a supplemental indenture substantially Material Subsidiary or an Accommodation Subsidiary after the Effective Date (or such longer period as the Administrative Agent may agree in its reasonable discretion, not to exceed ninety (90) days), the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor Borrower shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf of Administrative Agent each of the Guarantors. If following items, each in form and substance satisfactory to the Administrative Agent: (i) an Officer whose signature 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; provided, however, promptly and in any event within sixty (60) days (or such longer period as the Administrative Agent may agree in its reasonable discretion, not to exceed ninety (90) days) upon any Excluded Subsidiary that is on a Material Subsidiary ceasing to be subject to the restriction which prevented it from delivering an Accession Agreement pursuant to this Indenture no longer holds that office Section, such Subsidiary shall comply with the provisions of this Section. (b) On and at all times after the time the Trustee authenticates the NoteInvestment Grade Rating Date, the Notes Guarantee Borrower shall be valid neverthelesscause 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 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 exist any Indebtedness. (c) The Borrower may, at its option, cause any Subsidiary that is not already a Guarantor to become a Guarantor by delivering 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.

Additional Guarantors. To The Lead Borrower shall cause, promptly upon the extent not a party occurrence thereof, (a) any Person that guarantees any outstanding Public Debt of Trane Parent, any Borrower or any Additional Borrower (or any of their assignees) and (b) any Person that guarantees the 2022 5-Year Existing Credit Agreement, in each case to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with Section 9.16(j). (e) Section 9.6(a) of the Existing Credit Agreement is hereby amended by adding the following text immediately after the text “without the prior written consent of all Banks” in such Section: “(except as a result of a transaction expressly permitted under Section 5.7)”. (f) Section 9.16(a) of the Existing Credit Agreement is hereby amended by restating in its termsentirety the first sentence of such Section to read as follows: In order to induce the Banks to extend credit to the Borrowers and the Additional Borrowers hereunder, subject each Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of each Borrower and each Additional Borrower (other than the Obligations of such Guarantor in its capacity as a Borrower or an Additional Borrower). (g) Section 9.16(j) of the Existing Credit Agreement is hereby amended by replacing the text “pursuant to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee the definition of any Guarantor shall be evidenced solely “Guarantors” in Section 1.1” with the following text: “pursuant to Section 5.10”. (h) Article IX of the Existing Credit Agreement is hereby amended by its execution and delivery of this Indenture (or, adding the following new Section 9.21 in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid nevertheless.appropriate numerical order:

Additional Guarantors. To (a) Following the extent Completion Date, the Issuer will not permit any of its Restricted Subsidiaries (other than a party Guarantor) to this Indenture Guarantee any Indebtedness of the Issuer or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(8)) unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a Guarantor on the date hereofon which such other Guarantee is Incurred and, each Guarantor shall execute if applicable, executes and deliver delivers to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness; provided, this Section 4.21 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (b) [Reserved]. (c) [Reserved]. (d) Note Guarantees existing on or granted after the Completion 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 Completion 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 Completion 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 and such Notes Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Issuer to effectuate any release of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 clause (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 existing on the Completion Date of such Restricted Subsidiary 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 each of (i) CSC TKR, LLC and its Subsidiaries and (ii) Cablevision Lightpath, Inc. 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 onin the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or attachment to, any Note of any Notes pari passu with such Subsidiary’s 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessother Indebtedness.

Additional Guarantors. To the extent not a party to this Indenture If on the last day of the calendar quarter ended September 30, 2013 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, each Guarantor shall execute and deliver cause an additional Subsidiary or additional Subsidiaries to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 or Guarantors hereunder such that the total -58- liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the 12-month period then ended (other than as a “New Guarantor”result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall Guarantee cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the obligations Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) it exceeds either of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 thresholds set forth in Section 11.01 shall be the second preceding sentence 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 (ii) at the Trustee, after the authentication thereof hereunder, shall constitute due delivery end of the Notes Guarantees set forth in this Indenture on behalf of each immediately preceding fiscal quarter of the Guarantors. If an Officer whose signature Parent the Cash Flow Leverage Ratio is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid nevertheless3.00 to 1.00 or higher.

Additional Guarantors. To (a) The Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to Guarantee any Indebtedness of the extent not Issuer or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(7) hereof) unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a party to this Indenture Guarantor on the date hereofon which the Guarantee is Incurred and, each Guarantor shall execute if applicable, executes and deliver delivers to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other 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 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 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 under this Article 11 (a “New Guarantor”) and shall such Notes Guarantee may be released at any time in the obligations of the Company under this Indenture Issuer’s sole discretion. The Trustee and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Notes Security Agent (to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of Counsel that releases or waivers under the foregoing have been duly authorizedIntercreditor Agreement or any Additional Intercreditor Agreement, executed and delivered by such New Guarantor and that such New Guarantor’s to effectuate any release of a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 Company shall not be obligated to cause an Excluded Subsidiary (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 assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult of, or any measures pursuant to clause (1) of this 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 Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by an endorsement on, or attachment to, any Note the terms 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 Indebtedness of such Notes Guarantee. The delivery of Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on 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, the Notes Guarantee shall be valid neverthelessclause (4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. To (a) Following the extent Completion Date, the Company will not permit any of its Restricted Subsidiaries (other than a party Guarantor) to this Indenture Guarantee any Indebtedness of the Issuer or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(7) hereof) unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a Guarantor on the date hereofon which the Guarantee is Incurred and, each Guarantor shall execute if applicable, executes and deliver delivers to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other 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 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 Completion Date pursuant to this covenant shall be released as set forth under Section 10.06, as applicable. In addition, Note Guarantees existing on or granted after the Completion 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 Completion 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 such Notes Guarantee may be released at any time in the obligations of the Company under this Indenture Issuer’s sole discretion. The Trustee and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Notes Security Agent (to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Issuer, including the granting of Counsel that releases or waivers under the foregoing have been duly authorizedIntercreditor Agreement or any Additional Intercreditor Agreement, executed and delivered by such New Guarantor and that such New Guarantor’s to effectuate any release of a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 Company shall not be obligated to cause an Excluded Subsidiary (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 assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult of, or any measures pursuant to clause (1) of this 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 Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by an endorsement on, or attachment to, any Note the terms 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 Indebtedness of such Notes Guarantee. The delivery of Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on 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, the Notes Guarantee shall be valid neverthelessclause (4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. To the extent not a party Subject to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially any applicable limitations set forth in the form of Exhibit E heretoGuarantee Agreement, the Borrower shall cause each direct or indirect Domestic Subsidiary (other than any Excluded Subsidiary) formed or otherwise purchased or acquired after the Closing Date (including each Domestic Subsidiary that ceases to constitute an Excluded Subsidiary pursuant to which it shall any category in the definition thereof) to execute a supplement to each of the Guarantee Agreement and the Collateral Documents (if any) in order to become a Guarantor under this Article 11 the Guarantee Agreement and a grantor and pledgor under the Collateral Documents. In addition, (a “New Guarantor”x) as of the end of any fiscal quarter for which financial statements are required to be delivered pursuant to Section 5.01(a) or (b) and shall Guarantee the obligations (y) as of the Company under this Indenture and the Notes. Concurrently with the execution and delivery time of any Investment in any Subsidiary (other than El Paso Pipeline LP Holdings, L.L.C., any MLP, any Subsidiary that is a general partner of such supplemental indentureMLP and any of their respective Subsidiaries) that is not a Guarantor, such New in each case, the aggregate Pro Forma EBITDA Percentage of all direct Subsidiaries of the Borrower that are not Guarantors shall not, without duplication, exceed 10% as of the last fiscal quarter most recently ended for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b); provided that the Borrower may designate an Excluded Subsidiary or an Unrestricted Subsidiary to become a Guarantor shall deliver (and a Restricted Subsidiary) by executing a supplement to the Trustee an Opinion Guarantee Agreement, if the result of Counsel such designation would lower the aggregate Pro Forma EBITDA Percentage of all direct Subsidiaries of the Borrower that are not Guarantors to less than 10% as of the foregoing last fiscal quarter most recently ended for which financial statements have been duly authorized, executed and or are required to be delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject pursuant to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture Section 5.01(a) or (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessb).

Additional Guarantors. To (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 extent not 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 party 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 4.21Section 4.21(a)(i) above and substantially concurrently with the provision of such Guarantee, in the case of this Indenture on the date hereof, each Guarantor shall Section 4.21(a)(ii) and (y) to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, attached to this Indenture pursuant to which it such Restricted Subsidiary will provide a Note Guarantee, which 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 under this Article 11 and such Note Guarantee may be released at any time in the Issuer’s sole discretion. The Trustee (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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion extent action is required by it) shall take all necessary actions requested by the Issuer to effectuate any release of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s a Note Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthese provisions, subject to customary limitationsprotections 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, qualificationsvoidable preference, exceptions 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 assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 clause (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 existing on the Issue Date of such Restricted Subsidiary 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 onin the form attached to this Indenture pursuant to which such Restricted Subsidiary will provide a Note Guarantee, which Guarantee will be senior to or attachment to, any Note of any Notes pari passu with such Subsidiary’s 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessother Indebtedness.

Additional Guarantors. To If, after the extent Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a party Guarantor guarantees any Indebtedness under the Term Loan Credit Agreement or is a borrower or a guarantor under the U.S. Subfacility of the ABL Credit Agreement or (b) the Issuer otherwise elects to this Indenture on have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, within 20 Business Days of the date hereofthat such Indebtedness has been guaranteed, each Guarantor shall to (i) execute and deliver to the Trustee a supplemental indenture substantially in form satisfactory to the form of Exhibit E hereto, Trustee pursuant to which it such Restricted Subsidiary shall 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 (ii) execute and delivery of such supplemental indenture, such New Guarantor shall deliver a joinder to the Trustee an Opinion of Counsel that Intercreditor Agreement and Security Documents (in substantially the foregoing have been duly authorized, same form as those executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject respect to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, the Collateral on the Issue Date or on the date first delivered in the case of any New GuarantorCollateral that this Indenture provides may be delivered after the Issue Date (to the extent, a supplemental indenture theretoand substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) and not by an endorsement on, or attachment to, any Note take all actions thereunder to grant a perfected third priority Lien (subject to Permitted Liens) to the Collateral Agent pursuant to the terms of any Notes Guarantee or notation thereofthis Indenture. Each Guarantor hereby agrees Guarantee will be limited as necessary to reflect limitations under local law in the applicable jurisdiction and defenses generally available to guarantors in such jurisdiction (including those relating to fraudulent conveyance, fraudulent transfer, voidable preference, financial assistance, corporate purpose, corporate benefit, capital maintenance and similar laws, regulations and defenses affecting the rights of creditors generally) or other considerations under applicable law. Each Guarantee will be limited to an amount not to exceed the maximum amount that its Notes Guarantee set forth in Section 11.01 shall can be and remain in full force and effect notwithstanding any failure guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to endorse on any Note a notation such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of such Notes Guaranteecreditors generally. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Each Guarantee shall be valid neverthelessreleased in accordance Section 10.2(b).

Additional Guarantors. To (a) If, after the extent Issue Date, (x) (1) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a party Guarantor enters in to this Indenture on any guarantee of or otherwise Incurs any Indebtedness under the Existing Credit Agreement or (2) any Restricted Subsidiary that is a Domestic Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor enters into any guarantee of or otherwise Incurs any Indebtedness under any other Senior Credit Agreement or guarantees any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries, in each case, with an aggregate principal amount in excess of $100.0 million (“Certain Capital Markets Debt”) or (y) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, (in the case of clause (x)) within 25 Business Days of the date hereofthat such Indebtedness has been guaranteed, each Guarantor shall to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it such Restricted Subsidiary shall become a Guarantor under this Article 11 (Indenture governing the Notes providing for 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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and Restricted Subsidiary that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a clause (x)) ranks pari passu (on an unsecured basis) with such Indebtedness or such guarantee of such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt so Incurred or provided by such Restricted Subsidiary. A form of supplemental indenture theretofor such purpose is attached as Exhibit D hereto. (b) and Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by an endorsement onthat Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or attachment to, any Note fraudulent transfer or similar laws affecting the rights of any Notes Guarantee or notation thereof. creditors generally. (c) 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid nevertheless.released upon the terms and in accordance with the provisions of Article X.

Additional Guarantors. To At any time that (a) any Person other than Bamagas or any Excluded Subsidiary becomes a Material Restricted Subsidiary of the Borrowers (other than a Person that is a CFC or a Subsidiary of a CFC to the extent not such person offering a party to Guarantee would create a material tax liability) or (b) all Immaterial Subsidiaries, taken as a whole, (i) represent more than 2.5% of Consolidated Net Tangible Assets or (ii) generate more than 2.5% of Consolidated EBITDA for the most recently completed four fiscal quarter period, in either case of this Indenture on clause (b) as of the date hereof, each Guarantor shall execute end of the fiscal quarter most recently ended and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, for which financial statements have been delivered pursuant to Section 6.01(a) or (b), and in any event within 30 calendar days (which it shall become a Guarantor under this Article 11 period may be extended by the Administrative Agent in its sole discretion), (a “New Guarantor”A) and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture cause (or, 1) in the case of any New Guarantorclause (a), such Person and (2) in the case of clause (b), such Restricted Subsidiaries as the Borrower Representative may designate to no longer constitute “Immaterial Subsidiaries” for purposes of this Agreement in order to eliminate such excess to (y) become a supplemental indenture Guarantor by executing and delivering to the Administrative Agent a counterpart of the Guaranty and Collateral Agreement or a joinder thereto, and (z) deliver to the Collateral Agent documents of the types referred to in clauses (iv) and not (v) of Section 4.01(a) and if requested by an endorsement onthe 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 Section 6.13), all in form, content and scope reasonably satisfactory to the Administrative Agent; and (B) (1) 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 Guaranty and Collateral Agreement or attachment toa joinder thereto, any Note (2) pursuant to the Guaranty and Collateral Agreement, deliver or cause the applicable Subsidiary to deliver to Administrative Agent all certificates, stock powers and other documents required by the Guaranty and Collateral Agreement with respect to all such Equity Interests of any Notes Guarantee such Subsidiary and (3) take or notation thereof. Each Guarantor hereby agrees cause the applicable Subsidiary to take such other actions, all as may be necessary to provide the Collateral Agent with a first priority perfected pledge or and security interest in such Equity Interests in such Subsidiary; provided however 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery none of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee foregoing requirements shall be valid neverthelessapply to any Excluded Property.

Additional Guarantors. To the extent not a party to this Indenture on the date hereof, The Issuer and each Guarantor shall execute ensure that on the Issue Date and deliver to as at the Trustee a supplemental indenture substantially in end of each of KTZ's fiscal years beginning with the form of Exhibit E heretofiscal year ending December 31, pursuant to which it shall become a Guarantor under this Article 11 2010 (each, a “New Fiscal Year”), the aggregate combined total assets and total revenue of the Issuer and the Guarantors (determined separately and calculated on a stand-alone non-consolidated basis for each entity and without double counting (for the avoidance of doubt, all intra-group items and investments in Subsidiaries by the Issuer or a Guarantor, as the case may be, or any of their Subsidiaries shall be excluded) (such calculation, a “Combined Unconsolidated Basis”)) for the most recently ended Fiscal Year shall equal or exceed (the “Guarantor Threshold Test”) and shall Guarantee the obligations 85.0% of the Company under this Indenture aggregate combined total assets and the Notes. Concurrently with the execution total revenue respectively, of KTZ and delivery its Subsidiaries (determined on a consolidated basis), by causing one or more of such supplemental indenture, such New Guarantor shall deliver its Subsidiaries that are not Guarantors to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor become Guarantors in accordance with its terms, subject the terms of these Conditions to customary limitations, qualifications, exceptions and assumptionsthe extent necessary to ensure the foregoing thresholds are met. Such Guarantor Threshold Test shall be tested following each annual audit of KTZ in accordance with IFRS. The Notes Guarantee of any Issuer and each Guarantor shall be evidenced solely by its execution and delivery of this Indenture (orprocure that any Subsidiary, in the case of any New Guarantor, Transferee Subsidiary or Eligible Transferee that needs to become an Additional Guarantor pursuant to these Conditions shall execute a supplemental indenture thereto) trust deed 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 a supplemental paying agency agreement 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 form specified by the Trustee, after subject to the authentication thereof hereunderTrustee having been provided with such information as it may require in relation to any proposed Additional Guarantor prior to any supplemental trust deed or supplemental paying agency agreement being executed (the “Additional Guarantee Agreements”). The Issuer and each Guarantor shall give not less than 30 days' notice to the Trustee and the Noteholders in accordance with Condition 17 (Notices) of the addition of each Additional Guarantor and, so long as the Notes are listed on the London Stock Exchange and/or any other stock exchange on which the Notes may be listed or quoted from time to time, shall constitute due delivery comply with applicable rules of the Notes Guarantees set forth London Stock Exchange and/or such other exchange (including preparation of a supplemental prospectus). The accession of the Additional Guarantors pursuant to this Condition 7 shall be conditional upon receipt by the Trustee of a legal opinion, in this Indenture on behalf form and substance satisfactory to the Trustee, of independent legal counsel of recognised standing as to the enforceability of the guarantee under the Additional Guarantee Agreements from such Additional Guarantor. The Trustee shall be entitled to accept the legal opinion referred to above without further enquiry or liability to any Person as sufficient evidence of the matters contained therein. The obligations of each Additional Guarantor will be limited under relevant laws applicable to such Additional Guarantor to the extent that the granting 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, the Notes Guarantee shall be valid nevertheless.relevant guarantee would:

Additional Guarantors. To The Issuer shall take, and shall cause its Restricted Subsidiaries to procure, such actions as may be necessary so that additional Restricted Subsidiaries (the extent not a party to this Indenture “Additional Guarantors”) provide guarantees of the Notes on the same terms as the Initial Guarantors such that the Guarantors shall, as of the date hereofthat is five months after the Issue Date, each represent at least 70% of the Issuer’s consolidated Adjusted EBITDA for the nine months ended September 30, 2009. The Issuer shall take, and shall cause its Spanish Subsidiaries to take, such actions as may be necessary so that the Spanish Subsidiaries incorporated as private limited companies (sociedad de responsabilidad limitada) become public limited companies (sociedad de responsabilidad anónima) in order that they may be Additional Guarantors under this Section 4.22. The Issuer shall take, and shall cause its French Subsidiary to take, such actions as may be necessary so that the French Subsidiary incorporated as a société à responsabilité limitée becomes a French société par actions simplifiée in order that it may be an Additional Guarantor under this Section 4.22. Such Additional Guarantors shall execute and deliver to the Trustee a supplemental indenture substantially indentures in the form of Exhibit E heretoD which shall be raised to the status of a public document in Spain before a Spanish Notary Public if the relevant supplemental indenture is entered into by a Spanish Subsidiary. Additionally, pursuant the public deed raising the supplemental indenture of a Spanish Subsidiary to the status of a public document shall confirm in the Spanish language: (i) the guarantee to be provided under Article Ten of this Agreement; (ii) the provisions of Section 12.02 related to the powers of attorney to be granted by the Holders and the Trustee to the Security Trustee; and (iii) the Special Provisions Regarding Enforcement Under the Laws of Spain established in the supplemental indenture by which it shall become a Spanish company becomes Additional 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 supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessAgreement.

Additional Guarantors. To Notify the extent Administrative Agent at the time that (a) the Subsidiary Borrower or any of the Restricted Subsidiaries acquire or create another Subsidiary (other than any Immaterial Subsidiary), (b) Parent acquires or creates another Subsidiary to directly or indirectly own the Equity Interests of the Subsidiary Borrower, any of the Restricted Subsidiaries or any Other Guarantor, (c) any Subsidiary of the Subsidiary Borrower that is not already a party to this Indenture on Guarantor guarantees the date hereofSenior Notes, the Term Loans, any other Pari Passu Obligation (as defined in the Intercreditor Agreement) or owns any Vessel, (d) any Subsidiary of Parent or the Subsidiary Borrower that is not already a Guarantor is the subject of a Contract Winning Trigger, or (e) any Subsidiary of Parent or the Subsidiary Borrower that is not already a Guarantor becomes an Internal Charterer, after the Closing Date, then Parent or the Subsidiary Borrower, as applicable, will, in each Guarantor shall execute and deliver case subject to the Trustee terms of the Intercreditor Agreement: (a) cause that Subsidiary to: (i) execute a supplemental indenture substantially in the form of Exhibit E hereto, Joinder Agreement or such comparable documentation pursuant to which it shall will become a Guarantor under this Article 11 hereunder; and (a “New Guarantor”ii) execute amendments to or otherwise accede to or join the Security Documents and shall Guarantee cause the same to be perfected pursuant to which it becomes subject to the obligations of a Guarantor thereunder and pledge its assets, including the Company under Equity Interests it owns in any of its Subsidiaries, pursuant to the Security Documents; and (b) deliver an opinion of counsel reasonably satisfactory in form and substance to the Collateral Agent, in each case within 20 Business Days of the date on which the Subsidiary was acquired or created or otherwise becomes subject to this Indenture Section; provided that any applicable Subsidiary may be released from its Guarantee and related pledge following the Notesoccurrence of a Contract Unwind Trigger provided the conditions to that release are satisfied. Concurrently with In addition, to the execution extent any such Subsidiary (a) is not already a direct or indirect Subsidiary of the Subsidiary Borrower and delivery (b) does not constitute an Other Guarantor, Parent shall cause the Equity Interests of such supplemental indenture, such New Guarantor shall deliver Subsidiary to be transferred to the 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 Subsidiary Borrower or a valid and legally binding obligation Subsidiary within 20 Business Days of such New Guarantor, enforceable against such New Guarantor in accordance Subsidiary executing a Joinder Agreement or as soon as practicable where applicable local law requires additional time for compliance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessapplicable legal requirements.

Additional Guarantors. To If the extent not Borrower or any of its Restricted Subsidiaries (x) acquires or creates any wholly-owned Domestic Subsidiary (other than an Unrestricted Subsidiary) (y) acquires or creates a Restricted Subsidiary after the Effective Date and, for purposes of this clause (y), that Subsidiary (a) guarantees any Indebtedness of the Borrower or any Guarantor under any Credit Facility or (b) is a Domestic Subsidiary and becomes an obligor with respect to any Indebtedness under any Credit Facility, then, in the case of either of the foregoing clauses (x) or (y), within 10 Business Days after the date that Subsidiary was acquired or created or on which it became obligated with respect to such Indebtedness the Borrower: (1) will cause that Subsidiary to become a Guarantor and a party to this Indenture on Agreement and Guarantee the date hereof, each Guarantor shall execute Obligations by executing and deliver delivering to the Trustee Administrative Agent a supplemental indenture substantially Counterpart Agreement in the form of Exhibit E heretoC, (2) will deliver to the Collateral Trustee stock certificates or other instruments representing all the Equity Interests of such Restricted Subsidiary and stock powers and instruments of transfer, endorsed in blank, with respect to such stock certificates or other instruments, or, if any Equity Interests pledged 110 EXCO Resources, Inc. pursuant to which it shall become a Guarantor under this Article 11 such Security Instrument are uncertificated securities, confirmation and evidence satisfactory to the Majority Lenders that the security interest in such uncertificated securities has been transferred to and perfected by the Administrative Agent in accordance with the Uniform Commercial Code, (a “New Guarantor”3) will deliver to the Collateral Trustee all agreements, deeds of trust, mortgages, documents and shall Guarantee instruments, including Uniform Commercial Code Financing Statements (Form UCC-1), required by law or reasonably requested by the obligations Administrative Agent (acting at the written direction of the Company Majority Lenders) to be executed, filed, registered or recorded to create or perfect the Liens on the Property of such Subsidiary (except to the extent not required under this Indenture the applicable Security Instrument), (4) will deliver to the Administrative Agent Uniform Commercial Code searches, all dated reasonably close to the date of the joinder agreement and in form and substance satisfactory to the Notes. Concurrently with Majority Lenders, and evidence reasonably satisfactory to the Majority Lenders that any Liens indicated in such Uniform Commercial Code searches are Liens permitted pursuant to Section 6.07 or have been released, (5) will deliver to the Administrative Agent the corporate resolutions or similar approval documents of such Restricted Subsidiary approving the execution and delivery of the joinder agreement and the performance by such supplemental indentureRestricted Subsidiary of the Security Instruments, such New Guarantor shall the Guaranty and any other Loan Document to which it is a party and (6) will deliver to the Trustee an Opinion Administrative Agent a legal opinion reasonably acceptable to the Administrative Agent and the Majority Lenders, opining favorably on the execution, delivery and enforceability of Counsel that the foregoing have been duly authorized, executed and delivered by Loan Documents to which such New Guarantor and that such New Guarantor’s Guarantee Restricted Subsidiary is a valid party, and legally binding obligation the grant and perfection of the security interest or trust lien purported to be made or effected by any such New GuarantorLoan Document and otherwise being in form and substance reasonably satisfactory to the Administrative Agent and the Majority Lenders. For the avoidance of doubt, enforceable against such New the Borrower shall cause any Subsidiary which Guarantees obligations under any Senior Priority Lien Document to contemporaneously become a Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Notes Guarantee or notation thereofhereunder. Each Guarantor hereby Credit Party expressly agrees that its Notes Guarantee set forth in Section 11.01 obligations arising hereunder shall not be affected or diminished by the addition or release of any other Credit Party hereunder. This Agreement shall be and remain in full force and effect notwithstanding fully effective as to any failure Credit Party that is or becomes a party hereto regardless of whether any other Person becomes or fails to endorse on any Note become or ceases to be a notation of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof Credit Party hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid nevertheless.

Additional Guarantors. To (a) Subject to compliance with the extent not provisions of paragraphs (b) and (c) of Clause 21.6 (“Know your customer” checks), the Parent may request that any of its wholly owned Subsidiaries become a party Guarantor. (b) Subject always to the provisions of Clause 23.24 (Guarantor Threshold Test and Additional Guarantors), the Parent shall procure that: (i) such members of the Group which are listed at Part V of Schedule 1 will accede to this Indenture Agreement as Additional Guarantors on the same date hereofas such members of the Group accede as guarantors of the Existing GTECH Revolving Credit Facilities; and (ii) from time to time thereafter, each member of the Group required to comply with Clause 23.24 (Guarantor Threshold Test and Additional Guarantors) will accede to this Agreement as an Additional Guarantor, in each case subject to delivery of the documentation referred to in paragraph (c)(iii) below. (c) A member of the Group which is a wholly owned Subsidiary of the Parent shall execute become an Additional Guarantor if: (i) other than with respect to those Additional Obligors set out at paragraph (b) above, the Majority Lenders have approved that member of the Group; (ii) the Parent and the proposed Additional Guarantor deliver to the Trustee Agent a supplemental indenture substantially duly completed and executed Accession Letter; and (iii) the Agent has received all of the documents and other evidence listed in Part II of Schedule 2 (Conditions Precedent) in relation to that Additional Obligor, each in form and substance satisfactory to the Agent. (d) In the case of an Additional Guarantor incorporated in Italy, the Parties have agreed to make an appropriate increase to the guarantee limitation set out in Clause 19.13 (Italian guarantee limitations). (e) The Agent shall notify the Parent and the Lenders promptly upon being satisfied that it has received (in form and substance satisfactory to it) all the documents and other evidence listed in Part II of Exhibit E heretoSchedule 2 (Conditions Precedent). (f) Notwithstanding anything to the contrary in this Agreement, pursuant to which it a Subsidiary of the Parent that is a controlled foreign corporation (as such term is defined in Section 957 of the Code) may not (and shall not be obligated to) become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations for purposes of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessFinance Documents.

Additional Guarantors. To In the extent event that (a) at any date (the "APPLICABLE DATE") the book value of the assets of any Wholly-Owned Domestic Subsidiary (other than an Unrestricted Subsidiary), whether formed or acquired before or after the date hereof and whether or not a party to this Indenture existing on the date hereof, constitutes more than 5% of the combined book value at such date of the assets of Borrower and the Subsidiaries (other than Unrestricted Subsidiaries), (b) on any date any Subsidiary (other than an Unrestricted Subsidiary) shall guarantee any Indebtedness of Borrower or any Subsidiary or (c) any Wholly-Owned Domestic Subsidiary acquires any Fleet Rig owned or leased by Borrower or any Subsidiary on the Effectiveness Date, Borrower shall cause each Guarantor shall such Subsidiary (unless already a Guarantor) (i) in the case of (a) above, within 50 days after the end of the fiscal quarter in which such Applicable Date occurs; PROVIDED, HOWEVER, that if on any Applicable Date the book value of the assets of any Wholly-Owned Domestic Subsidiary (excluding Investments in Borrower or any Subsidiary other than an Unrestricted Subsidiary) constitutes more than 20% of the combined book value at such date of the assets of Borrower and the Subsidiaries (other than any Unrestricted Subsidiary) then within 10 days of the first date on which such 20% threshold is met, (ii) in the case of (b) above, within five Business Days and (iii) in the case of (c) above, within five Business Days of the first date on which any such Wholly-Owned Subsidiary acquires any such Fleet Rig, to execute and deliver to the Trustee Administrative Agent a supplemental indenture substantially counterpart of the Guaranty; PROVIDED, HOWEVER, that no Unrestricted Subsidiary shall be required to be a Guarantor unless it is a guarantor of any Indebtedness of Borrower or of any Subsidiary (other than of an Unrestricted Subsidiary); PROVIDED, FURTHER, HOWEVER, that (i) in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations event that all of the Company under this Indenture Capital Stock of any Guarantor owned by Borrower or any Subsidiary is sold or otherwise disposed of or liquidated in compliance with the requirements of Section 8.02 hereof (whether in a single transaction or in a series of related transactions and whether by merger, consolidation or otherwise) (or such sale or other disposition has been approved in writing by the Required Banks (or all Banks if required by Section 12.12)), other than any such sale, disposition or liquidation to Borrower or any Subsidiary, such Guarantor shall be released from the Guaranty and the Notes. Concurrently with the execution Guaranty shall, as to such Guarantor, terminate, and delivery of such supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel have no further force or effect (it being understood and agreed that the foregoing have been duly authorizedsale of any Person that owns, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantordirectly or indirectly, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee the Capital Stock of any Guarantor shall be evidenced solely by its execution deemed to be a sale of such Guarantor) and delivery of this Indenture (or, ii) in the case event that any Guarantor shall be designated an Unrestricted Subsidiary pursuant to and in accordance with Section 8.05(b) hereof, then such Guarantor (unless it is a guarantor of any New Indebtedness of Borrower or of any Subsidiary (other than of an Unrestricted Subsidiary)) shall be released from the Guaranty and the Guaranty shall, as to such Guarantor, a supplemental indenture thereto) terminate, and not by an endorsement on, have no further force 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 Guaranteeeffect. The delivery of any Note by the TrusteeAdministrative Agent and each Bank agree that Borrower may, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf of each of any Subsidiary released from the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office Guaranty, require the Administrative Agent, at the time expense of Borrower, to execute and deliver to Borrower, for the Trustee authenticates benefit of any Person, a written release, disclaimer, termination or quitclaim, and such other release documents as Borrower may reasonably request to evidence such termination, and each Bank authorizes the NoteAdministrative Agent to execute and deliver such release, disclaimer, termination and other documents on behalf of such Bank without any further action by any Bank. For avoidance of doubt, the Notes Guarantee Subsidiaries' undertakings under the Indenture or the Security Documents, each as in effect on the date hereof, shall be valid neverthelessnot for purposes of this Section 7.11 constitute a guarantee of Indebtedness of Borrower or any Subsidiary.

Additional Guarantors. To If, after the extent Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, any CFC, any CFC Holdco and the Issuer) that is not then the Issuer or a party Guarantor guarantees or Incurs any Indebtedness under any Credit Agreement or (b) Parent Guarantor otherwise elects to this Indenture on have any Restricted Subsidiary or any direct or indirect parent of Parent Guarantor become a Guarantor, then, in each such case, Parent Guarantor shall cause such Restricted Subsidiary, (in the case of clause (a) above, within 20 Business Days of the date hereof, each that such Indebtedness under such Credit Agreement has been guaranteed or Incurred,) or direct or indirect parent of Parent Guarantor shall to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it such Restricted Subsidiary or direct or indirect parent of Parent Guarantor shall become a Guarantor under this Article 11 (Indenture providing for 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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such New Restricted Subsidiary or direct or indirect parent of Parent Guarantor on the same terms and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees conditions as those set forth in this Indenture on behalf of each of and applicable to the other Guarantors. If an Officer whose signature Such supplemental indenture shall include local law limitations to the extent applicable. A form of supplemental indenture for such purpose is on this Indenture no longer holds that office at attached as Exhibit E-1 hereto for the time Dollar Notes and in the Trustee authenticates form of Exhibit E-2 hereto for the Note, the Notes Euro Notes. Each Guarantee shall be valid neverthelessreleased in accordance with Section 10.2(b).

Additional Guarantors. (a) If on the last day of any calendar quarter the total assets (not including investments in Subsidiaries) of any non-Guarantor Subsidiary of the Borrower (other than JLW Supply Company) which is a Non-Real Estate Restricted Subsidiary, equals or exceeds 5% of the total consolidated assets of the Borrower and its Non-Real Estate Restricted Subsidiaries, then the Borrower will, within 15 Business Days of the date on which the balance sheet for such date is required to be delivered pursuant to Section 7.6(i) or Section 7.6(ii), cause each such Subsidiary to become a Guarantor hereunder. To the extent not any Subsidiary becomes a party to Guarantor as a result of the requirements of this Indenture Section 7.22(a), the Guaranty of such Subsidiary shall be released upon request of the Borrower if on the date hereoflast day of two successive calendar quarters the total assets (not including investments in Subsidiaries) of such Guarantor Subsidiary was less than 5% of the total consolidated assets of the Borrower and its Non-Real Estate Restricted Subsidiaries, each Guarantor shall provided that no Event of Default or Default is continuing. The Agent is hereby authorized to execute and deliver all appropriate documents on behalf of the Lenders to document the release of such Subsidiary from its Guaranty. (b) In addition to the Trustee a supplemental indenture substantially requirements of Section 7.22(a), if on the last day of any calendar quarter either (I) (i) the Borrower's ratio of Total Funded Debt as of such day to EBITDA for the four calendar quarters then ended is greater than 2.50 to 1.00 and (ii) the total assets (not including investments in Subsidiaries) of the form non-Guarantor Subsidiaries of Exhibit E heretothe Borrower which are Non-Real Estate Restricted Subsidiaries equals or exceeds 25% of the total consolidated assets of the Borrower and its Non- Real Estate Restricted Subsidiaries, or (II) (i) the Borrower's ratio of Total Funded Debt as of such day to EBITDA for the four calendar quarters then ended is 2.50 to 1.00 or less and (ii) the total assets (not including investments in Subsidiaries) of the non-Guarantor Subsidiaries of the Borrower which are Non-Real Estate Restricted Subsidiaries equals or exceeds 50% of the total consolidated assets of the Borrower and its Non- Real Estate Restricted Subsidiaries, then the Borrower will, within 15 Business Days of the date on which the balance sheet for such date is required to be delivered pursuant to which it shall Section 7.6(a)(i) or Section 7.6(a)(ii), cause an additional Subsidiary or additional Subsidiaries to become a Guarantor under this Article 11 or Guarantors hereunder such that the total assets (a “New Guarantor”not including investments in Subsidiaries) and shall Guarantee the obligations of the Company under this Indenture and non-Guarantor Subsidiaries of the Notes. Concurrently with the execution and delivery of such supplemental indentureBorrower which are Non-Real Estate Restricted Subsidiaries, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (orare less than 25%, in the case of clause (I) above, or 50%, in the case of clause (II) above, of the total consolidated assets of the Borrower and its Non- Real Estate Restricted Subsidiaries. To the extent any New Guarantor, Subsidiary becomes a supplemental indenture theretoGuarantor as a result of the requirements of this Section 7.22(b) such Guaranty shall be released upon request of the Borrower if after giving effect to such release the Borrower is in compliance with this Section 7.22(b) and not by an endorsement on, provided that no Default or attachment to, any Note Event 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 GuaranteeDefault is continuing. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture Agent is hereby authorized to execute all appropriate documents on behalf of each the Banks to document the release of such Subsidiary from its Guaranty. (c) In addition to the requirements of Section 7.22(a) and (b) the Borrower will cause JLW Supply Company to become a Guarantor hereunder within 90 days of the Guarantorsdate on which the balance sheet and income statement for any calendar quarter is required to be delivered pursuant to Section 7.6(i), Section 7.6(ii) or this Section 7.22(c), if such balance sheet and income statement shows that the portion of EBITDA for the Borrower and its Non-Real Estate Restricted Subsidiaries attributable solely to JLW Supply Company is equal to or in excess of 5% of the EBITDA for the Borrower and its Non-Real Estate Restricted Subsidiaries; provided that JLW Supply Company need not become a Guarantor prior to September 7, 1999. If an Officer whose signature is The Borrower agrees to deliver to the Agent no later than June 10, 1999 a balance sheet and income statement of the Borrower and its Subsidiaries prepared as of December 31, 1998 on this Indenture no longer holds that office at a pro forma basis as if the time the Trustee authenticates the Note, the Notes Guarantee shall be valid nevertheless.JLW Acquisition had become effective on January 1,

Additional Guarantors. To the extent not a party (a) The Credit Parties will cause each of their Material Domestic Subsidiaries (and any other Domestic Subsidiary that is required to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver pursuant to the Trustee an Opinion definition of Counsel Material Domestic Subsidiary), whether newly formed, after acquired or otherwise existing (including upon the formation of any Material Domestic Subsidiary that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee is a valid Division Successor) to promptly (and legally binding obligation of in any event within 45 days after (as applicable) (i) such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject Material Domestic Subsidiary is formed or acquired or (ii) financial statements are delivered pursuant to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture 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 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 New GuarantorDomestic Subsidiary that is a Division Successor) (other than PMG), to the extent not already a supplemental indenture theretoGuarantor hereunder as of the 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 fiscal 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 (i) would be required to obtain a third-party consent in connection with the execution and delivery of a Joinder Agreement, (ii) the execution and delivery of a Joinder Agreement would be prohibited by a provision of such Domestic Subsidiary’s articles of incorporation, bylaws, operating agreement or other comparable charter documents or (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 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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(b), the Notes Guarantee Credit Parties shall be valid neverthelessdeliver to the Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially the same documentation required pursuant to Sections 4.1(b) –through (d) and such other documents or agreements as the Administrative Agent may reasonably request.

Additional Guarantors. To If on the extent not last day of the calendar quarter ended June 30, 2016 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause an additional Subsidiary or additional Subsidiaries to become a Guarantor or Guarantors hereunder such that the total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. The Parent will cause any existing and any subsequently acquired or organized Restricted Subsidiary which provides a Guaranty in respect of any Material Credit Facility (other than those Guarantors party to this Indenture on Agreement as of the date hereofAmendment No. 1 Effective Date) to, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E heretono later than thirty (30) days thereafter, pursuant to which it shall become a Guarantor under this Article 11 hereunder by (a) executing and delivering to the Administrative Agent a Subsidiary Guaranty Agreement and (b) delivering to the Administrative Agent documents of the types referred to in clauses (d) through (g) of Section 6.1 and favorable opinions of counsel to such Person, all in form, content and scope reasonably satisfactory to the Administrative Agent . In addition, the Parent shall cause such Restricted Subsidiary to deliver, upon the reasonable request of any Lender, the documentation and other information so requested in connection with applicable “New Guarantor”know your customer” and anti-money-laundering rules and regulations, including the PATRIOT Act, in each case prior to the delivery of the Subsidiary Guaranty Agreement. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the 12-month period then ended (other than as a result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent ) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall Guarantee cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the obligations Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) it exceeds either of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 thresholds set forth in Section 11.01 shall be the second preceding sentence 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 (ii) at the Trustee, after the authentication thereof hereunder, shall constitute due delivery end of the Notes Guarantees set forth in this Indenture on behalf of each immediately preceding fiscal quarter of the Guarantors. If an Officer whose signature Parent the Net Cash Flow Leverage Ratio is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid nevertheless3.00 to 1.00 or higher.

Additional Guarantors. To (a) The Company will not permit any of its Restricted Subsidiaries (other than a Guarantor) to Guarantee any Indebtedness of the extent not Borrower or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(8), unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a party to this Indenture Guarantor on the date hereofon which the Guarantee is Incurred and, each Guarantor shall execute if applicable, executes and deliver delivers to the Trustee Administrative Agent a supplemental indenture substantially in the form of Exhibit E hereto, Joinder Agreement pursuant to which it such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness. (b) Loan Guarantees existing on or granted after the Closing Date pursuant to this Section 4.16 shall be released as set forth in Section 9.20 of the Credit Agreement. Loan Guarantees existing on or granted after the Closing Date pursuant to this Section 4.16(b) may be released at the option of the Borrower, if at the date of such release, (i) the Indebtedness which required such 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 Closing Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower 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 such Loan Guarantee may be released at any time in the obligations of the Company under this Indenture Borrower’s sole discretion. The Administrative Agent and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Security Agent (to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Borrower, including the granting of Counsel that releases or waivers under the foregoing have been duly authorizedIntercreditor Agreement or any Additional Intercreditor Agreement, executed and delivered by such New Guarantor and that such New Guarantor’s to effectuate any release of a Loan Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthis Section 4.16(b), subject to customary limitationsprotections and indemnifications. (c) Notwithstanding the foregoing, qualificationsthe Company shall not be obligated to cause an Excluded Subsidiary to provide a Guarantee (for so long as such entity is an Excluded Subsidiary), exceptions nor to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent and assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult of, or any measures pursuant to Section 4.16(b)(i) undertaken in connection with, such Guarantee, which in any case under any of Sections 4.16(c)(1), (2) and (3) cannot be avoided through measures reasonably available to the Company or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by an endorsement on, or attachment to, any Note the terms 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 Indebtedness of such Notes Guarantee. The delivery of Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on 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, the Notes Guarantee shall be valid neverthelessSection 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness.

Additional Guarantors. To On a quarterly basis, or more --------------------- often, if requested by the extent Agent and/or the Required Lenders, the Borrower shall give the Agent and the Lenders prompt written notification of (a) the formation or acquisition (provided that nothing in this Section shall be deemed to authorize or prohibit the acquisition of any entity) of any Subsidiary not listed on Schedule 6.1 and the purchase price therefor, (b) the transfer of ------------ assets to any Consolidated Company if notice thereof is required to be given pursuant to Section 7.7(m) and as a party result thereof the recipient of such assets becomes a Subsidiary, and (c) the occurrence of any other event creating a new Subsidiary. On a quarterly basis, or more often if required by the Agent and/or the Required Lenders, Borrower shall deliver to this Indenture on the date hereof, Agent copies of the Articles of Incorporation and bylaws of each Guarantor new Material Subsidiary and shall cause such new Material Subsidiary to execute and deliver (i) a joinder to the Trustee a supplemental indenture substantially this Agreement in the form of Exhibit E H attached hereto; (ii) a Supplement to Subsidiary --------- Guaranty Agreement in the form of Exhibit I attached hereto; (iii) a Negative --------- Pledge in the form of Exhibit J attached hereto; and (iv) a Supplement to --------- Contribution Agreement in the form of Exhibit K attached hereto, pursuant all in the --------- prescribed form or such other form and substance as may be satisfactory to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations of the Company under this Indenture Agent and the NotesRequired Lenders. Concurrently with As used in this Section, Material Subsidiary shall not include a Foreign Subsidiary. If the execution Facilities are renewed, the Termination Date extended and delivery this Agreement modified, amended and/or restated, at that time the Borrower shall cause each of such supplemental indenture, such New Guarantor shall its then existing Subsidiaries which have not previously done so to execute and deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 documents set forth in Section 11.01 shall be (i), (ii), (iii) and remain (iv) 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessprevious sentence.

Additional Guarantors. To the extent not a party to this Indenture If on the last day of the calendar quarter ended March 31, 2015 and each calendar quarter ending thereafter the total liabilities of the non‑Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, each Guarantor shall execute and deliver cause an additional Subsidiary or additional Subsidiaries to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 or Guarantors hereunder such that the total liabilities of the non‑Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the 12-month period then ended (other than as a “New Guarantor”result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall Guarantee cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the obligations Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) it exceeds either of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 thresholds set forth in Section 11.01 shall be the second preceding sentence 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 (ii) at the Trustee, after the authentication thereof hereunder, shall constitute due delivery end of the Notes Guarantees set forth in this Indenture on behalf of each immediately preceding fiscal quarter of the Guarantors. If an Officer whose signature Parent the Cash Flow Leverage Ratio is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid nevertheless3.00 to 1.00 or higher.

Additional Guarantors. To the extent not a party to this Indenture If on the last day of the calendar quarter ending September 30, 2010 and each calendar quarter ending thereafter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, each Guarantor shall execute and deliver cause an additional Subsidiary or additional Subsidiaries to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 or Guarantors hereunder such that the total liabilities of the non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent an updated Schedule 5.2. In addition, if on the last day of any calendar quarter any Subsidiary which is not then a Guarantor accounts for either (i) 10% or more of Adjusted EBITDA for the 12-month period then ended (other than as a “New Guarantor”result of a one time, non-recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such last day is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii) hereof, cause such Subsidiary to become a Guarantor hereunder. Together with the delivery of any Additional Guarantor Supplement, the Parent shall deliver and shall Guarantee cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the obligations Administrative Agent shall reasonably request. Notwithstanding the foregoing, LaSalle Investment Management Asia Pte Ltd. need not become a Guarantor hereunder unless (i) it exceeds either of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 thresholds set forth in Section 11.01 shall be the second preceding sentence 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 (ii) at the Trustee, after the authentication thereof hereunder, shall constitute due delivery end of the Notes Guarantees set forth in this Indenture on behalf of each immediately preceding fiscal quarter of the Guarantors. If an Officer whose signature Parent the Cash Flow Leverage Ratio is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid nevertheless3.00 to 1.00 or higher.

Additional Guarantors. To (a) [Intentionally omitted.] (b) With respect to any Person organized in either (i) the United States, any state thereof or the District of Columbia or (ii) Canada, or any state, province or other political subdivision thereof that becomes a Restricted Subsidiary of the Borrower after the Effective Date (other than (x) an Excluded Guarantor Subsidiary and (y) a Securitization Entity) or any Restricted Subsidiary of the Borrower that was an Excluded Guarantor Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be an Excluded Guarantor Subsidiary (and, for the avoidance of doubt, such Person that ceased to be an Excluded Guarantor Subsidiary is organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof) or is required to become a Loan Party by operation of the provisions of Section 5.11(d), the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer, promptly (and in any event (x) within thirty (30) days after the end of the fiscal quarter in which such Person becomes a Restricted Subsidiary of the Borrower or ceases to be an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d); provided that the Administrative Agent may agree to an extension of such time period or (y) immediately in connection with the applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer), cause any such Restricted Subsidiary of the Borrower that is a Wholly Owned Subsidiary (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law, including any Requirement of Law relating to financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion), in each case to the extent not prohibited by applicable Requirements of Law, to execute a party Joinder Agreement or such comparable documentation to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Subsidiary 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 supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (orbut, in the case of a Foreign Subsidiary, only to the extent possible under and compatible with the laws of such Foreign Subsidiary’s jurisdiction), in form and substance reasonably satisfactory to the Administrative Agent. Notwithstanding the foregoing, this paragraph (b) shall not apply to any New GuarantorCompany listed on Schedule 5.11(b) to the extent any applicable Requirement of Law prohibits it from becoming a Loan Party. Notwithstanding anything in this Section 5.11 to the contrary, each Person (other than AV Metals or Holdings) organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof, that is a supplemental indenture theretoborrower or a guarantor under the Revolving Credit Loan Documents or the Secured Term Loan Documents shall be a Loan Party under this Agreement and the other Loan Documents. (c) [Intentionally omitted]. (d) If, at any time and from time to time after the Effective Date, Restricted Subsidiaries of the Borrower that are not Loan Parties because they are Excluded Guarantor Subsidiaries comprise, together with all “Excluded Guarantor Subsidiaries” under and as defined 1104695.02A-CHISR01A - MSW in the Secured Term Loan Credit Agreement, in the aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its Subsidiaries as of the end of the most recently ended fiscal quarter or more than 7.5% of Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by an endorsement onwhich financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (or immediately in connection with the applicable step(s) of the Permitted Reorganization, any Permitted Reorganization Action, or attachment toany Permitted Aleris Foreign Subsidiary Transfer), cause one or more of such Restricted Subsidiaries of the Borrower (for the avoidance of doubt, solely to the extent such Excluded Guarantor Subsidiary is organized in the United States, any Note state thereof or the District of Columbia or Canada, any Notes Guarantee state, province or notation other political subdivision thereof) to become Loan Parties (notwithstanding that such Restricted Subsidiaries are, individually, Excluded Guarantor Subsidiaries (as defined herein)) such that the foregoing condition ceases to be true; provided, that if the requirements of Section 5.11 of the Secured Term Loan Credit Agreement are satisfied by the joinder to such facility of a Restricted Subsidiary of the Designated Company that would not be required to be joined as a Guarantor to this Agreement pursuant to Section 5.11(b) (due to such Restricted Subsidiary being organized outside of the United States and Canada), the foregoing condition contained in this Section 5.11(d) shall be deemed satisfied; provided, further, that for the avoidance of doubt, and subject to the immediately preceding proviso, the only Restricted Subsidiaries that would be required to join this Agreement pursuant to this Section 5.11(d) shall be such Subsidiaries as are organized in the United States, any state thereof or the District of Columbia or Canada, any state, province or other political subdivision thereof. Each The Designated Company may designate a Subsidiary Guarantor hereby agrees that its Notes was not a Restricted Subsidiary of the Designated Company on the Effective Date as an Excluded Guarantor Subsidiary subject to the terms of the definition thereof, in which event the Guarantee set forth in Section 11.01 by such Restricted Subsidiary shall be and remain released 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessaccordance with Section 7.09.

Additional Guarantors. To (a) Cause each Subsidiary that is not already a Guarantor and that owns any Real Property which the extent not Loan Parties wish to treat as a party Borrowing Base Asset to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially Administrative Agent prior to such Real Property being included in the form calculation of Exhibit E heretothe Borrowing Base and treated as a Borrowing Base Asset, pursuant to which it shall become (i) a Guarantor Joinder Agreement executed by such Subsidiary and (ii) the items that would have been delivered under this Article 11 Sections 5.01(a)(iii) through (a “New Guarantor”v) and shall Guarantee Sections 5.01(b), (c), (d) and (h) if such Subsidiary had been a Loan Party on the obligations Closing Date and the applicable Real Property were a Borrowing Base Asset as of such date; (b) as soon as practicable and in any event within thirty (30) days after any Person (other than an Excluded Entity or a Person holding assets with a fair market value of less than $100,000) becomes a direct or indirect Subsidiary of the Company under this Indenture and Borrower or any Consolidated Party, the Notes. Concurrently Borrower shall provide the Administrative Agent with written notice thereof setting forth information in reasonable detail describing all of the execution and delivery assets of such supplemental indenture, Person and shall cause such New Guarantor shall Person to deliver to the Trustee an Opinion of Counsel Administrative Agent (i) a Joinder Agreement executed by such Subsidiary and (ii) the items that the foregoing would have been duly authorizeddelivered under Sections 5.01(a)(iii) through (v) and Sections 5.01(b), executed (c), (d) and delivered by (h) if such New Subsidiary had been a Loan Party on the Closing Date; and (c) cause each Borrowing Base Entity and each Person owning any Real Property which the Loan Parties wish to treat as a Borrowing Base Asset to, at all times, be (i) a Subsidiary (whether direct or indirect) of the Borrower and (ii) a Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantorhereunder; provided, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee upon the addition of any Guarantor pursuant to the terms and conditions set forth above, Schedule 1.01(a) attached hereto shall be evidenced solely by its execution and delivery of this Indenture (or, in deemed amended to reflect the case of any New Guarantor, 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 addition of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessGuarantor(s).

Additional Guarantors. To (a) Following the extent Closing Date, the Borrower will not permit any of its Restricted Subsidiaries (other than a party Guarantor) to this Indenture Guarantee any Indebtedness of the Borrower or any Guarantor (other than Indebtedness Incurred under Section 4.04(b)(8)), unless such Restricted Subsidiary (other than an Excluded Subsidiary) is or becomes a Guarantor on the date hereofon which such other Guarantee is Incurred and, each Guarantor shall execute if applicable, executes and deliver delivers to the Trustee Administrative Agent a supplemental indenture substantially in the form of Exhibit E hereto, Joinder Agreement pursuant to which it such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee will be senior to or pari passu with such Restricted Subsidiary’s Guarantee of such other Indebtedness, together with opinions of counsel and other documents set forth in Section 5.14(iii)(x) and (y) of this Agreement. (b) Loan Guarantees existing on or granted after the Closing Date pursuant to this Section 4.16 or Section 5.14 of this Agreement shall be released as set forth in Section 12 of the Facility Guaranty. Loan Guarantees existing on or granted after the Closing Date pursuant to this Section 4.16(a) or Section 5.14(i)(z) of this Agreement may be released at the option of the Borrower, if at the date of such release, (i) the Indebtedness which required such 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 Closing Date and that could not have been Incurred in compliance with this Agreement as of the date Incurred if such Guarantor were not a Guarantor as at that date. Notwithstanding anything in this Agreement to the contrary, the Borrower 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 such Loan Guarantee may be released at any time in the obligations of the Company under this Indenture Borrower’s sole discretion. The Administrative Agent and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver Security Agent (to the Trustee an Opinion extent action is required by it) shall each take all necessary actions requested by the Borrower, including the granting of Counsel that releases or waivers under the foregoing have been duly authorizedIntercreditor Agreement or any Additional Intercreditor Agreement, executed and delivered by such New Guarantor and that such New Guarantor’s to effectuate any release of a Loan Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its termsthis Section 4.16(b), subject to customary limitationsprotections and indemnifications. (c) Notwithstanding the foregoing, qualificationsthe Borrower shall not be obligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for so long as such entity is an Excluded Subsidiary), exceptions nor to cause any Restricted Subsidiary to provide a Loan Guarantee to the extent and assumptions. The Notes 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 Guarantor shall be evidenced solely by its execution and delivery liability for the officers, directors or (except in the case of this Indenture 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 New Guarantorcost, 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 supplemental indenture theretoresult of, or any measures pursuant to Section 4.16(b)(i) undertaken in connection with, such Guarantee, which in any case under any of Sections 4.16(c)(1), (2) and (3) cannot be avoided through measures reasonably available to the Borrower or such Restricted Subsidiary; or (4) such Restricted Subsidiary is prohibited from Incurring such Guarantee by an endorsement on, or attachment to, any Note the terms 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 Indebtedness existing on any Note a notation the Closing Date of such Notes Guarantee. The delivery of Restricted Subsidiary that is not prepayable without a prepayment premium (in each case, other than Indebtedness Incurred to provide all or any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery portion of the Notes Guarantees set forth in funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary); provided that this Indenture on behalf of Section 4.16(c)(4) applies only for so long as such prepayment premium applies to such Indebtedness. Notwithstanding anything to the contrary, the Borrower will not permit each of (i) CSC TKR, LLC and its Subsidiaries and (ii) Cablevision Lightpath, Inc. to Incur any Indebtedness not in the Guarantors. If an Officer whose signature ordinary course of business or Guarantee any Indebtedness unless such Subsidiary is or becomes a Guarantor and Pledgor on this Indenture no longer holds that office at the time date on which the Trustee authenticates the NoteGuarantee is Incurred and, the Notes if applicable, executes and delivers (x) a Joinder Agreement pursuant to which such Restricted Subsidiary will provide a Loan Guarantee, which Guarantee shall will be valid neverthelesssenior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness, and (y) a Pledge Supplement.

Additional Guarantors. To (a) Except as provided in clauses (j) or (k) of the extent definition of “Permitted Debt”, each of Holdings and the Borrower will cause (i) any direct or indirect Domestic Subsidiary (other than any Unrestricted Subsidiary) formed or otherwise purchased or acquired after the date hereof (including pursuant to a Permitted Acquisition), (ii) any Subsidiary (other than any Unrestricted Subsidiary) that is not a party to this Indenture Domestic Subsidiary on the date hereofhereof but subsequently becomes a Domestic Subsidiary (other than any Unrestricted Subsidiary) and (iii) any inactive Subsidiary listed on Schedule 1.1(e) (unless such Subsidiary is designated an Unrestricted Subsidiary in accordance with terms of this Agreement) which acquires any material assets or is otherwise no longer deemed inactive, in each Guarantor shall case to execute and deliver a supplement to the Trustee a supplemental indenture Guarantee, substantially in the form of Exhibit E hereto, pursuant Annex B to which it shall the agreement in order to become a Guarantor under this Article 11 the Guarantee. (a “New Guarantor”b) and shall Guarantee the obligations Except as provided in clauses (j) or (k) of the Company under this Indenture definition of “Permitted Debt”, each of Holdings and the Notes. Concurrently Borrower will cause each Foreign Subsidiary that is a Restricted Foreign Subsidiary, or that is required to become a Restricted Foreign Subsidiary for an investment to constitute a Permitted Acquisition, in each case that makes an investment constituting a Permitted Acquisition permitted under the terms of this Agreement to enter into guarantee arrangements in relation to the Obligations of the Borrower, in a form and to an extent agreed between the Borrower and the Administrative Agent, but to be substantially consistent with the execution and delivery scope of the guarantee arrangements entered into pursuant to the Guarantees, provided that no such Restricted Foreign Subsidiary shall be required to enter into such arrangements to the extent that such arrangements would (i) be prohibited by the law of the jurisdiction of incorporation or formation of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, Restricted Subsidiary 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on behalf entity whose capital stock is acquired or (ii) have material adverse tax consequences for any of each Holdings, the Borrower or any 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, the Notes Guarantee shall be valid neverthelessRestricted Subsidiaries.

Additional Guarantors. To The Lead Borrower shall cause, promptly upon the extent not a party occurrence thereof, (a) any Person that guarantees any outstanding Public Debt of Trane Parent, any Borrower or any Additional Borrower (or any of their assignees) and (b) any Person that guarantees the 2021 5-Year Existing Credit Agreement, in each case to this Indenture on the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall 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 supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with Section 9.16(j). (e) Section 9.6(a) of the Existing Credit Agreement is hereby amended by adding the following text immediately after the text “without the prior written consent of all Banks” in such Section: “(except as a result of a transaction expressly permitted under Section 5.7)”. (f) Section 9.16(a) of the Existing Credit Agreement is hereby amended by restating in its termsentirety the first sentence of such Section to read as follows: In order to induce the Banks to extend credit to the Borrowers and the Additional Borrowers hereunder, subject each Guarantor hereby irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, the Obligations of each Borrower and each Additional Borrower (other than the Obligations of such Guarantor in its capacity as a Borrower or an Additional Borrower). (g) Section 9.16(j) of the Existing Credit Agreement is hereby amended by replacing the text “pursuant to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee the definition of any Guarantor shall be evidenced solely “Guarantors” in Section 1.1” with the following text: “pursuant to Section 5.10”.(h) Article IX of the Existing Credit Agreement is hereby amended by its execution and delivery of this Indenture (or, adding the following new Section 9.21 in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid nevertheless.appropriate numerical order:

Additional Guarantors. (a) If on the last day of each calendar quarter ending December 31, 1999, September 30, 2000 and each calendar quarter ending thereafter the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Borrower and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors is less than 70% of the Adjusted EBITDA for such four calendar quarters of the Borrower and the Non-Real Estate Restricted Subsidiaries, then the Borrower will, within 15 Business Days of the date on which the balance sheet for such date is required to be delivered pursuant to Section 7.6(i) or Section 7.6(ii), cause a Subsidiary or Subsidiaries to become a Guarantor or Guarantors hereunder so that the portion of the Adjusted EBITDA for the Borrower and its Non-Real Estate Restricted Subsidiaries attributable to the Borrower and the Guarantors for such period is equal to or in excess of 70% of the Adjusted EBITDA for the Borrower and its Non-Real Estate Restricted Subsidiaries for such period. To the extent not any Subsidiary becomes a party to Guarantor as a result of the requirements of this Indenture Section 7.25(a), the Guaranty of such Subsidiary shall be released upon request of the Borrower if (i) on the date hereof, each Guarantor shall execute last day of two successive calendar quarters the portion of the Adjusted EBITDA for the four calendar quarters then ended for the Borrower and deliver its Non-Real Estate Restricted Subsidiaries attributable to the Trustee a supplemental indenture substantially in Borrower and the form Guarantors (other than the Guarantor which the Borrower has requested be released) is greater than 70% of Exhibit E hereto, pursuant the Adjusted EBITDA for each such period of the Borrower and its Non-Real Estate Restricted Subsidiaries and (ii) no Event of Default or Default is continuing. The Administrative Agent is hereby authorized to which it shall execute all appropriate documents on behalf of the Lenders to document the release of such Subsidiary from its Guaranty. (b) In addition to the requirements of Section 7.25(a) the Borrower will cause any Subsidiary to become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations hereunder within 15 days of the Company under this Indenture date on which the balance sheet and income statement for any calendar quarter is required to be delivered pursuant to Section 7.6(i), or Section 7.6(ii), if for the Notesfour calendar quarters then ending the portion of Adjusted EBITDA for the Borrower and its Non-Real Estate Restricted Subsidiaries attributable solely to such Subsidiary for such period is equal to or in excess of 5% of the Adjusted EBITDA for the Borrower and its Non-Real Estate Restricted Subsidiaries for such period. Concurrently with To the execution and delivery of extent any such supplemental indentureSubsidiary becomes a Guarantor, such New Guarantor Guaranty shall deliver be released upon request of the Borrower if on the last day of two successive calendar quarters the portion of Adjusted EBITDA of the Borrower and its Non-Real Estate Restricted Subsidiaries for such period attributable solely to such Subsidiary was less than 5% of the Trustee an Opinion total Adjusted EBITDA of Counsel the Borrower and its Non-Real Estate Restricted Subsidiaries for such period, provided that the foregoing have been duly authorized, executed and delivered by such New Guarantor and that such New Guarantor’s Guarantee no Event of Default or Default is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptionscontinuing. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture thereto) and not by an endorsement on, or attachment to, any Note of any Notes Guarantee or notation thereof. Each Guarantor Administrative Agent is hereby agrees that its Notes Guarantee set forth in Section 11.01 shall be and remain in full force and effect notwithstanding any failure authorized to endorse on any Note a notation of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture execute all appropriate documents on behalf of each the Banks to document the release of such Guaranty. (c) To the extent Section 7.25(a) or (b) would require that a Foreign Subsidiary be added as a Guarantor, in lieu of having such Subsidiary provide a Guaranty pursuant to Section 11, the Borrower may elect to provide, and to cause its Subsidiaries to provide, within 60 days of the Guarantors. If an Officer whose signature date on which the Borrower is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid nevertheless.required by either Section 7.25(a) or

Additional Guarantors. To Where Domestic Subsidiaries of the extent Borrower which are not Credit Parties hereunder (the "Non-Guarantor Subsidiaries") shall at any time constitute more -------------------------- than the following (the "Threshold Requirement"): --------------------- (i) in any instance for any such Non-Guarantor Subsidiary, five percent (5%) of consolidated revenues for the ▇▇▇▇▇▇▇▇'▇ Consolidated Group; or (ii) in the aggregate for all such Non-Guarantor Subsidiaries, ten percent (10%) of consolidated revenues for the ▇▇▇▇▇▇▇▇'▇ Consolidated Group; then the Borrower shall promptly, but in any event within thirty (30) days, (i) notify the Administrative Agent thereof, (ii) cause such Domestic Subsidiary or Domestic Subsidiaries to (A) become a party to this Indenture on Guarantor by execution of a Joinder Agreement, such that immediately after the date hereofjoinder of the new Domestic Subsidiaries as Guarantors, each the remaining Non-Guarantor Subsidiaries shall execute not, individually or collectively, exceed the Threshold Requirement, (B) pledge and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 Administrative Agent certificates representing one hundred percent (a “New Guarantor”100%) and shall Guarantee the obligations of the Company under this Indenture issued and outstanding capital stock of the Notes. Concurrently joining Domestic Subsidiaries, together with the execution undated stock powers signed in blank, and delivery of such supplemental indenture, such New Guarantor shall (C) deliver to the Trustee an Opinion of Counsel that Administrative Agent such other documentation as the foregoing have been duly authorizedAdministrative Agent may reasonably request in connection with the foregoing, executed including, without limitation, appropriate UCC-1 financing statements, certified resolutions and delivered by such New Guarantor other organizational and that such New Guarantor’s Guarantee is a valid and legally binding obligation authorizing documents of such New GuarantorPerson, enforceable against favorable opinions of counsel to such New Guarantor in accordance with its termsPerson (which shall cover, subject among other things, the legality, validity, binding effect and enforceability of the documentation referred to customary limitations, qualifications, exceptions above and assumptions. The Notes Guarantee the perfection of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a supplemental indenture theretoAdministrative Agent's liens thereunder) 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery other items of the Notes Guarantees set forth types required to be delivered pursuant to Section 5.1(e), all in this Indenture on behalf of each of form, content and scope reasonably satisfactory to the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid neverthelessAdministrative Agent.

Additional Guarantors. To the extent not (i) Subject to paragraph (b) below, a party to this Indenture on the date hereof, each Subsidiary of UPC Broadband may become an Additional Guarantor shall execute and deliver by delivering to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become Facility Agent a Guarantor Accession Agreement, duly executed by that company. (ii) A person which (a) becomes the immediate Holding Company of UPC Broadband or (b) becomes an Additional Obligor under this Article 11 the New Facility Agreement shall, prior to or contemporaneously with becoming such Holding Company or Additional Obligor (as applicable), become an Additional Guarantor by delivering to the Facility Agent a “New Guarantor”Guarantor Accession Agreement, duly executed by that company. (iii) and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the Upon execution and delivery of such supplemental indenture, such New a Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution Accession Agreement and delivery of this Indenture the documents specified in sub-paragraph (iv) below, the relevant Subsidiary or person referred to in sub-paragraph (i) or (ii) above will become an Additional Guarantor. (iv) UPC Broadband shall procure that, at the same time as a Guarantor Accession Agreement is delivered to the Facility Agent, there is also delivered to the Facility Agent all those documents listed in Part 2 of Schedule 2 (Conditions Precedent Documents), in each case in form and substance satisfactory to the Facility Agent (acting reasonably). (v) The Guarantor Accession Agreement referred to in sub-paragraph (i) above may, with the prior written approval of the Facility Agent, include a limitation of the obligations or liabilities of the relevant Additional Guarantor under Clause 14 (Guarantee) where such limitation is required by any applicable law. (b) UPC Broadband shall: (i) procure that at all times the value of the aggregate EBITDA, total assets and total revenues of: (A) the Guarantors as of the Effective Date (other than, UPC Broadband, any UPC Broadband Holdco, UPC Holding and UPC Holding II) and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)); and (B) any Additional Guarantors which have become Guarantors since the Effective Date and their respective Subsidiaries (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information) or, if no such financial statements have been provided in respect of such Additional Guarantors, as calculated by reference to the financial statements referred to in paragraph 11 of Part 2 of Schedule 2 (Conditions Precedent Documents) provided under Clause 26.4(a)(iii) (Additional Guarantors) in respect of each Additional Guarantor), is equal to or greater than 95 per cent. of the Borrower Group's consolidated EBITDA, total assets and total revenues (as calculated by reference to the relevant financial statements most recently provided under Clause 16.2(a) or (b) (Financial information)), if necessary by procuring that additional Subsidiaries of UPC Broadband become Additional Guarantors; and (ii) consult with the Facility Agent prior to any entity becoming an Additional Guarantor in order to ensure that no material adverse change would or be reasonably likely to occur, as a result of such entity becoming an Additional Guarantor, in the case consolidated financial position of the Borrower Group (taken as a whole) which would or be reasonably likely to have a Material Adverse Effect. (c) UPC Broadband represents and warrants to the Finance Parties that it is in compliance with paragraph (b) above as of the Effective Date (all relevant calculations being made by reference to the financial statements most recently provided under Clause 16.2(a) or (b) (Financial Information). (d) After the Effective Date, UPC Broadband shall be in compliance with its obligations under paragraph (b) above if it procures that any of its Subsidiaries which are required to become Additional Guarantors do so within 60 days after the delivery to the Facility Agent of any New Guarantor, financial statements delivered under Clause 16.2(a) or (b) (Financial information) which demonstrate that additional Subsidiaries of UPC Broadband are required to be become Additional Guarantors under paragraph (b). (e) The execution of 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 Accession Agreement constitutes confirmation by the Trustee, after relevant Additional Guarantor that the authentication thereof hereunder, shall constitute due delivery relevant representations and warranties set out in Clause 15 (Representations and Warranties) to be made by it on the date of the Notes Guarantees set forth in this Indenture on behalf of each of Guarantor Accession Agreement are correct, as if made with reference to the Guarantors. If an Officer whose signature is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes Guarantee shall be valid neverthelessfacts and circumstances then existing.

Additional Guarantors. To (a) The Borrowers and each Guarantor must ensure that at all times (1) the extent not Guarantors comprise members of the Consolidated Group which, at all times, together with the Borrowers, own at least 95% of total gross assets of the Consolidated Group and earn at least 95% of EBITDA of the Consolidated Group; and (2) each Material Subsidiary is a party to this Indenture Guarantor, (the Guarantee Criteria). (b) The Guarantee Criteria will be tested within 30 days of each Calculation Date and shall be based on the date hereoflatest Financial Reports of the Consolidated Group provided under clause 11.1. (c) If at any time the Guarantee Criteria are not met, each the Borrower must ensure that sufficient Subsidiaries of the Borrowers and Consolidated Group Members become Guarantors for the purposes of this agreement and comply with this clause 14.18 so as to ensure compliance with the Guarantee Criteria within 10 Business Days (or 25 Business Days if it is necessary for the relevant Subsidiary to comply with the procedure set out in section 260B of the Corporations Act). (d) An Entity which is required to become a Guarantor shall must, within the time frames contemplated in clause 14.18(c): (1) execute and deliver to the Trustee a supplemental indenture substantially Senior Agent an officer’s certificate in the relevant form of Exhibit E heretoschedule 4 in respect of that Guarantor and, pursuant to which if it shall become is organized under the laws of any jurisdiction within the United States of America, a Guarantor under this Article 11 solvency certificate; (a “New Guarantor”2) execute and shall Guarantee the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the Security Trustee an Opinion “Accession Deed (Security Provider)” under and as defined in the Security Trust Deed; (3) execute and deliver to the Senior Agent a certificate from two directors of Counsel the Guarantor confirming that guaranteeing the foregoing have been duly authorizedSecured Moneys would not cause any borrowing, executed guaranteeing or similar limit binding on it to be exceeded and delivered by such New Guarantor and that such New Guarantor’s Guarantee unless it is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee organized under the laws of any Guarantor shall be evidenced solely by its execution and delivery jurisdiction within the United States of this Indenture America (or, in the case of any New Guarantor, relation to whom 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid nevertheless.solvency certificate has been provided under

Additional Guarantors. To (a) [Intentionally omitted]. (b) With respect to any Person that becomes a Restricted Subsidiary or a Specified Aleris Subsidiary after the Effective Date (other than (w) Aleris Belgium, to the extent that Aleris Belgium is not a Specified Aleris Subsidiary, (x) Aleris Italy, (y) an Excluded Guarantor Subsidiary and (z) a Securitization Entity) or any Restricted Subsidiary that was an Excluded Guarantor Subsidiary but, as of the end of the most recently ended fiscal quarter, has ceased to be 1066931.03C-CHISR01A - MSW an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d), the definition of Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer, promptly (and in any event within (x) thirty (30) days after the end of the fiscal quarter in which such Person becomes a Restricted Subsidiary or ceases to be an Excluded Guarantor Subsidiary or is required to become a Loan Party by operation of the provisions of Section 5.11(d); provided that the Administrative Agent may agree to an extension of such time period or (y) immediately upon such Person becoming a Specified Aleris Subsidiary or in connection with the applicable step(s) of the Permitted Reorganization, the definition of Permitted Reorganization Actions, or the definition of Permitted Aleris Foreign Subsidiary Transfer) cause any such Restricted Subsidiary (other than a Specified Aleris Subsidiary) that is a Wholly Owned Subsidiary or that is a German Borrower Holding Company or an Aleris German Non-Wholly Owned Subsidiary (other than (x) any Restricted Subsidiary prohibited from being a Guarantor under any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement), including any Requirement of Law relating to financial assistance, maintenance of capital or other corporate benefit restrictions and (y) any Restricted Subsidiaries where providing such guarantee would result in (1) materially adverse tax consequences, as determined by the Administrative Agent in its reasonable discretion (after consultation with its counsel) or (2) costs that are excessive in relation to the benefits afforded thereby, as determined by the Administrative Agent in its reasonable discretion) and any such Specified Aleris Subsidiary, in each case to the extent not prohibited by applicable Requirements of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement), to execute a Joinder Agreement or such comparable documentation to become a Subsidiary Guarantor, including in the case of a Foreign Subsidiary, if requested by the Administrative Agent, a guarantee (or joinder thereto) governed by the laws of such Foreign Subsidiary’s jurisdiction of organization (in such form as may be reasonably satisfactory to the Administrative Agent). Notwithstanding the foregoing, this clause (b) shall not apply to any Company listed on Schedule 5.11(b) to the extent any applicable Requirement of Law (except as otherwise agreed by any Governmental Authority pursuant to a U.S. Hold Separate Agreement) prohibits it from becoming a Loan Party. Notwithstanding anything to the contrary in this Section 5.11(b), with respect to each Foreign Subsidiary that becomes a party to this Indenture on Agreement after the date hereofEffective Date, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations of the Company such Foreign Subsidiary under this Indenture Agreement, any Guarantee, any Foreign Guarantee, any Joinder Agreement, or any other Loan Document, may be limited (and such agreements may be amended, restated, supplemented or otherwise modified to give effect to such limitations without the consent of any Person other than the Administrative Agent and such Foreign Subsidiary) in accordance with the Agreed Guarantee Principles on terms reasonably satisfactory to the Administrative Agent and the NotesBorrower. Concurrently As of the Effective Date, each Lender party hereto and each Lender that becomes a party to this Agreement after the Effective Date, expressly consents to the terms set forth in, and the rights of the Administrative Agent to consent to the terms of the amendments, restatements, supplements and modifications described in, the immediately preceding sentence. (c) [Intentionally omitted]. 1066931.03C-CHISR01A - MSW (d) If, at any time and from time to time after the Effective Date, Restricted Subsidiaries that are not Loan Parties because they are Excluded Guarantor Subsidiaries comprise in the aggregate more than 7.5% of the Consolidated Total Assets of the Designated Company and its Subsidiaries as of the end of the most recently ended fiscal quarter or more than 7.5% of Consolidated EBITDA of the Designated Company and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter, then the Loan Parties shall, not later than 45 days after the date by which financial statements for such fiscal quarter are required to be delivered pursuant to this Agreement (or immediately in connection with the execution and delivery applicable step(s) of the Permitted Reorganization, any Permitted Reorganization Action, or any Permitted Aleris Foreign Subsidiary Transfer), cause one or more of such supplemental indentureRestricted Subsidiaries to become Loan Parties (notwithstanding that such Restricted Subsidiaries are, individually, Excluded Guarantor Subsidiaries) such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorizedcondition ceases to be true. The Designated Company may designate a Subsidiary Guarantor that was not a Restricted Subsidiary of the Designated Company on the Effective Date as an Excluded Guarantor Subsidiary subject to the terms of the definition thereof, executed and delivered in which event the Guarantee by such New Guarantor and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor Restricted Subsidiary shall be released in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid nevertheless7.09.

Additional Guarantors. To the extent not a party to this Indenture on (a) Within 10 Business Days following the date hereof, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to on which it shall become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee the obligations either of the Company under this Indenture and following conditions first applies to any Subsidiary (other than an Excluded Subsidiary) that is not already a Guarantor, the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor Borrower shall deliver to the Trustee Administrative Agent each of the following in form and substance satisfactory to the Administrative Agent: (i) an Opinion Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) and (ii) the items that would have been delivered under Sections 6.1.(a)(iv) through (viii) and (xiv) if such Subsidiary had been a Loan Party on the Agreement Date: (A) such Subsidiary Guarantees, or otherwise becomes obligated in respect of, any Indebtedness of Counsel the Parent, the Borrower or any other Subsidiary; or (B) (x) such Subsidiary owns an Eligible Property, and (y) either has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness or whose equity interests are owned directly or indirectly by another Subsidiary of the Parent (other than the Borrower) which has incurred, acquired or suffered to exist any Indebtedness for itself that is not Nonrecourse Indebtedness; provided that one or more direct or indirect Subsidiaries of the Parent that has or Guarantees (or has an equity interest holder that has or Guarantees) Indebtedness described above in clause (A) or (B) shall not be required to provide an Accession Agreement (or if the Guaranty is not then in effect, the Guaranty) so long as the aggregate amount of all such Indebtedness of, and guarantees by, all such Subsidiaries described above in clause (A) or (B) does not exceed $25,000,000. (b) The Borrower may request in writing that the foregoing have been duly authorizedAdministrative Agent release, executed and delivered upon receipt of such request the Administrative Agent shall release, a Guarantor (other than the Parent) from the Guaranty so long as: (i) such Guarantor is not required to be a party to the Guaranty under the immediately preceding subsection (a); (ii) no Default or Event of Default shall then be in existence or would occur as a result of such release, including without limitation, a Default or Event of Default resulting from a violation of any of the covenants contained in Section 10.1.; (iii) the representations and warranties made or deemed made by such New Guarantor the Parent, the Borrower and that such New Guarantor’s Guarantee each other Loan Party in the Loan Documents to which any of them is a valid and legally binding obligation of such New Guarantorparty, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution true and delivery of this Indenture correct in all material respects (or, except in the case of any New Guarantora representation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of the date of such release with the same force and effect as if made on and as of such date except to the extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (except in the case of a supplemental indenture theretorepresentation or warranty qualified by materiality, in which case such representation or warranty shall be true and correct in all respects) on and as of such earlier date) and not except for changes in factual circumstances specifically and expressly permitted under the Loan Documents; (iv) [reserved], and (v) the Administrative Agent shall have received such written request at least 10 Business Days (or such shorter period as may be acceptable to the Administrative Agent) prior to the requested date of release. Delivery by an endorsement on, or attachment to, any Note the Borrower to the Administrative Agent of any Notes Guarantee or notation thereof. Each Guarantor hereby agrees such request shall constitute a representation by the Borrower that its Notes Guarantee the matters 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 the preceding sentence (both as of the date of the giving of such Notes Guarantee. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery request and as of the Notes Guarantees set forth in this Indenture on behalf of each date 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, the Notes Guarantee shall be valid neverthelesseffectiveness of such request) are true and correct with respect to such request.

Additional Guarantors. (a) Subject to compliance with the provisions of paragraphs (c) and (d) of Clause 19.7 (“Know your customer” checks), the Company may request that any of its Subsidiaries become an Additional Guarantor. (b) To the fullest extent not a party to this Indenture on the date hereofpermitted by law, each Guarantor shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, if any notice delivered pursuant to which it shall become a Guarantor under this Article 11 paragraph (a “New Guarantor”d) and shall Guarantee the obligations of Clause 19.4 (Information: miscellaneous) indicates that any Subsidiary of the Company under this Indenture has become an Offshore Material Subsidiary and if that Offshore Material Subsidiary is not already a Guarantor: (i) if such Offshore Material Subsidiary is a wholly-owned Subsidiary of the Company, the Company shall procure as soon as practicable and in any event within thirty days of delivery of the relevant financial statements; or (ii) if such Offshore Material Subsidiary is not a wholly-owned Subsidiary of the Company, the Company shall use its reasonable endeavours to procure, that the relevant Offshore Material Subsidiary shall become an Additional Guarantor and the Notes. Concurrently with Holding Company of that Offshore Material Subsidiary will become an Additional Chargor (under and as defined in the execution and delivery of such supplemental indentureComposite Share Charge), such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor each in accordance with its termsparagraph (c) below. (c) A Group Member shall become an Additional Guarantor if: (i) the Company delivers to the Agent a duly completed and executed Accession Letter; (ii) where the Intercreditor Agreement has been entered into, subject the proposed Additional Guarantor delivers to customary limitationsthe Security Agent a duly completed and executed Debtor Accession Deed as defined in the Intercreditor Agreement pursuant to the terms thereof; (iii) where the Composite Share Charge has been entered into, qualifications, exceptions the Holding Company of such proposed Additional Guarantor delivers to the Security Agent a duly completed and assumptions. The Notes Guarantee executed Composite Share Charge Deed of any Accession to (and as defined in) the Composite Share Charge pursuant to the terms thereof to create an effective first ranking fixed Security over the entire issued share capital in such proposed Additional Guarantor shall in favour of the Security Agent; and (iv) the Agent has received all of the documents and other evidence listed in Part C of Schedule 2 (Conditions Precedent required to be evidenced solely delivered by its execution an Additional Guarantor) in form and delivery of this Indenture (orsubstance reasonably satisfactory to the Agent, in relation to that Additional Guarantor. (d) The Agent shall notify the case of any New Guarantor, a supplemental indenture theretoCompany and the Lenders promptly upon being so satisfied (acting reasonably) 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessunder paragraph (c)(iv) above.

Additional Guarantors. To If, after the extent Issue Date, (a) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, any CFC, any CFC Holdco and the Issuers) that is not then an Issuer or a party Guarantor guarantees or Incurs any Indebtedness under any Credit Agreement or (b) the Issuers otherwise elect to this Indenture on have any Restricted Subsidiary of Parent Guarantor or any direct or indirect parent of Parent Guarantor become a Guarantor, then, in each such case, Parent Guarantor shall cause such Restricted Subsidiary, in the case of clause (a) above, within 20 Business Days of the date hereofthat such Indebtedness under such Credit Agreement has been guaranteed or Incurred, each to execute and deliver, or such direct or indirect parent of Parent Guarantor shall execute and deliver deliver, to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it such Restricted Subsidiary or direct or indirect parent of Parent Guarantor shall become a Guarantor under this Article 11 (Indenture providing for 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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such New Restricted Subsidiary or direct or indirect parent of Parent Guarantor on the same terms and that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees conditions as those set forth in this Indenture on behalf of each of and applicable to the other Guarantors. If an Officer whose signature Such supplemental indenture shall include local law limitations to the extent applicable. A form of supplemental indenture for such purpose is on this Indenture no longer holds that office at the time the Trustee authenticates the Note, the Notes attached as Exhibit E hereto. Each Guarantee shall be valid neverthelessreleased in accordance with Section 10.2(b).

Additional Guarantors. To (a) If, after the extent Issue Date, (x) (1) any Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a party Guarantor enters in to this Indenture on any guarantee of or otherwise Incurs any Indebtedness under the Existing Credit Agreement or (2) any Restricted Subsidiary that is a Domestic Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor enters into any guarantee of or otherwise Incurs any Indebtedness under any other Senior Credit Agreement or guarantees any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries, in each case, with an aggregate principal amount in excess of $150.0 million (“Certain Capital Markets Debt”) or (y) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary, (in the case of clause (x)) within 25 Business Days of the date hereofthat such Indebtedness has been guaranteed, each Guarantor shall to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, pursuant to which it such Restricted Subsidiary shall become a Guarantor under this Article 11 (Indenture governing the Notes providing for 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 supplemental indenture, such New Guarantor shall deliver to the Trustee an Opinion of Counsel that the foregoing have been duly authorized, executed and delivered by such New Guarantor and Restricted Subsidiary that such New Guarantor’s Guarantee is a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, a clause (x)) ranks pari passu (on an unsecured basis) with such Indebtedness or such guarantee of such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt so Incurred or provided by such Restricted Subsidiary. A form of supplemental indenture theretofor such purpose is attached as Exhibit D hereto. (b) and Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by an endorsement onthat Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or attachment to, any Note fraudulent transfer or similar laws affecting the rights of any Notes Guarantee or notation thereof. creditors generally. (c) 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid nevertheless.released upon the terms and in accordance with the provisions of Article X.

Additional Guarantors. To The Credit Parties will cause each of their Material Domestic Subsidiaries, whether newly formed, after acquired or otherwise existing to promptly (and in any event within thirty (30) days after such Material Domestic 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 hereunder by way of execution of a Joinder Agreement. In addition, if the Domestic Subsidiaries of the Borrower that are not Guarantors (the “Non-Guarantor Domestic Subsidiaries”) shall, as of the last day of any fiscal quarter of the Borrower, collectively (a) generate more than 10% of Consolidated EBITDA for the four (4) fiscal quarter period ending as of such date or (b) own more than 10% of the Consolidated Assets as of such date (clause (a) and (b), the “Additional Guarantor Criteria”), then the Borrower shall cause one or more of such Non-Guarantor Domestic Subsidiaries to promptly (and in any event within thirty (30) days after the end of the applicable fiscal quarter of the Borrower) become Guarantors hereunder by way of execution of Joinder Agreements so that, after such Non-Guarantor Domestic Subsidiaries become Guarantors, neither of the Additional Guarantor Criteria will be met. In connection with the foregoing, the Credit Parties shall give notice to the Administrative Agent not less than ten (10) days after creating a Domestic Subsidiary (or such larger period of time as agreed to by the Administrative Agent in its reasonable discretion), or acquiring a majority of the Capital Stock of any other Person. The Credit Party Obligations shall be secured by, among other things, a first priority perfected security interest in the Collateral of such new Guarantor and a pledge of 100% of the Capital Stock of such new Guarantor and its Domestic Subsidiaries and 65% of the voting Capital Stock and 100% of the non-voting Capital Stock of its first-tier Foreign Subsidiaries to the extent not a party set forth in, and as provided in, the Security Documents. In connection with the foregoing, the Credit Parties shall, except to this Indenture on the date hereofextent, each Guarantor shall execute and if any, waived by the Administrative Agent, deliver to the Trustee a supplemental indenture Administrative Agent, with respect to each new Guarantor to the extent applicable, substantially in the form of Exhibit E hereto, same documentation required pursuant to which it shall become a Guarantor under this Article 11 Sections 4.1(b) – (a “New Guarantor”f) and shall Guarantee 5.12 and such other documents or agreements as the obligations of the Company under this Indenture and the Notes. Concurrently with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessAdministrative Agent may reasonably request.

Additional Guarantors. To the extent not a party to this Indenture If on the last day of each calendar quarter the total liabilities of the non-Guarantor Subsidiaries of the Parent equal or exceed 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date hereof, each Guarantor shall execute and deliver on which the balance sheet as of such date is required to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto, be delivered pursuant to which it shall Section 7.6(a)(i) or Section 7.6(a)(ii), cause an additional Subsidiary or additional Subsidiaries to become a Guarantor under this Article 11 (a “New Guarantor”) and shall Guarantee or Guarantors hereunder such that the obligations total liabilities of the Company non-Guarantor Subsidiaries of the Parent are less than 35% of the book value of the total consolidated assets of the Parent and its Subsidiaries. In addition, if on the last day of any calendar quarter any Subsidiary of the Parent which is not a Guarantor accounts for either (i) 10% or more of the Adjusted EBITDA of the Parent for the 12- month period then ended (other than as a result of a one time, non- recurring or extraordinary event reasonably acceptable to the Administrative Agent) or (ii) 10% or more of the book value of the total consolidated assets of the Parent and its Subsidiaries, then the Parent will, within fifteen (15) Business Days of the date on which the balance sheet as of such date is required to be delivered pursuant to Section 7.6(a)(i) or Section 7.6(a)(ii), cause such Subsidiary to become a Guarantor hereunder; PROVIDED that, for any non-Wholly Owned Subsidiary of the Parent, the Parent shall exclude from the Adjusted EBITDA and book value of assets calculations for that Subsidiary, the proportion of Adjusted EBITDA and book value of assets attributable to the interests in that Subsidiary not owned, directly or indirectly, by Parent. No later than August 16, 2008, the Parent shall cause ▇▇▇▇▇ ▇▇▇▇ LaSalle New England, LLC to become a Guarantor hereunder. In addition, the Parent shall cause each "Guarantor" under this Indenture and the NotesMulticurrency Credit Agreement to become a Guarantor hereunder. Concurrently Together with the execution and delivery of such supplemental indenture, such New Guarantor shall deliver to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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 NoteAdditional Guarantor Supplement, the Notes Guarantee Parent shall be valid neverthelessdeliver and shall cause each such Subsidiary to deliver corporate resolutions, opinions of counsel, and such other corporate documentation as the Administrative Agent shall reasonably request. Upon any such Subsidiary becoming a Guarantor hereunder the Parent shall provide to the Administrative Agent an updated Schedule 5.2.

Additional Guarantors. To (a) The Borrowers shall ensure that: (i) as of the extent last day of each fiscal quarter of Auna, the then existing Loan Parties (with the exception of any Excluded Subsidiaries) represent at least (x) 90% of the Consolidated Adjusted EBITDA and Total Assets or (y) 95% of the Consolidated Adjusted EBITDA and Total Assets (in each case, excluding Dentegra, Oncomedica and Clínica Portoazul) (the “Loan Party Coverage Requirement”); provided that, if the Loan Party Coverage Requirement shall not be satisfied as of any such date, then the Borrowers shall cause such other Subsidiaries of Auna (other than any Excluded Subsidiaries) to become Guarantors in accordance with Section 6.16(b) such that the Loan Party Coverage Requirement shall be so satisfied; provided further that if the Loan Party Coverage Requirement cannot be satisfied solely due to the existence of any Excluded Subsidiaries, then the Loan Party Coverage Requirement shall be deemed to have been satisfied for the purposes of this Section 6.16(i); (ii) any Subsidiary that is not a party to this Indenture Loan Party and that is or becomes (x) a grantor under the Security Documents or (y) a guarantor under any Indebtedness secured by a Lien on the Collateral, including the Senior Secured Bonds, becomes a Guarantor in accordance with Section 6.16(b). (b) The Borrowers shall cause each Person that shall become a Guarantor after the Closing Date as provided herein to promptly, and in any event within three (3) Business Days from the date hereofon which such Person shall become a Guarantor, each Guarantor shall to execute and deliver to the Trustee Administrative Agent: (i) a supplemental indenture Guarantor Joinder Agreement, (ii) if the additional Guarantor is a Mexican Guarantor, (x) Mexican Notes in substantially in the form attached as Exhibit G-1 or Exhibit G-2 (as applicable), and signed by the respective Mexican Guarantor(s), in exchange for any existing Notes, or (y) additional signature pages to the existing Notes, duly signed by each such Guarantor as a guarantor (por aval), (iii) if the additional Guarantor is incorporated in Peru, Peruvian Notes in substantially the form attached hereto as Exhibit D-1 or Exhibit D-2 (as applicable) and Peruvian Notes Completion Agreement in substantially the form attached hereto as Exhibit D-3 or Exhibit D-4 (as applicable), duly signed by each such Guarantor evidencing their Guarantee in respect of the Loans and all Obligations under the Loan Documents, (iv) if the additional Guarantor is incorporated in Colombia, Colombian Notes in substantially the form attached as Exhibit E C hereto, pursuant duly signed by each such Colombian Guarantor in respect of its obligations as Guarantor, (v) an officer’s certificate in form and substance reasonably satisfactory to which it shall become a Guarantor under this Article 11 the Administrative Agent with respect to certain representations and warranties of such Guarantor, (a “New Guarantor”vi) true and shall Guarantee the obligations correct copies of the Company Organizational Documents of each such Guarantor (as described in Section 4.01(b), (vii) all documentation and other information that the Administrative Agent requires or any Lender in order to comply with its obligations under this Indenture applicable “know your customer” rules and the Notes. Concurrently regulations and applicable internal policies with the execution respect to each such additional Guarantor and delivery (viii) a customary legal opinion of applicable local counsel to such supplemental indenture, such New Guarantor shall deliver in form and substance reasonably acceptable to the 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 a valid and legally binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms, subject to customary limitations, qualifications, exceptions and assumptions. The Notes Guarantee of any Guarantor shall be evidenced solely by its execution and delivery of this Indenture (or, in the case of any New Guarantor, 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 Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Notes Guarantees set forth in this Indenture on 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, the Notes Guarantee shall be valid neverthelessAdministrative Agent.)