Common use of Future Guarantees Clause in Contracts

Future Guarantees. On the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each of the Issue Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor (other than a Domestic Subsidiary of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Parent Guarantor will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. On the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each of the Issue Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor Company (other than a Domestic Subsidiary of the Parent Guarantor Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Parent Guarantor Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor Guarantor, if any, under its Guarantee of the Notes and under Article 10 of any series this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. On the Issue Date, the Notes The Company will be guaranteed solely by the Parent Guarantor and each of the Issue Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of not permit any Domestic Subsidiary of the Parent Guarantor Company (other than a Domestic Subsidiary of the Parent Guarantor Company that is a Guarantor, an Excluded Subsidiary or a Securitization Entity) exceeds to, directly or indirectly, guarantee or otherwise become an obligor (whether as co-issuer, co-obligor, co-borrower or otherwise) under any Non-Funding Indebtedness for borrowed money under any Credit Facility of the Company or any Guarantor with an aggregate principal amount in excess of $2.5 50.0 million, unless: (1) the Parent Guarantor Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after the date such Guarantee Date Domestic Subsidiary guarantees or becomes an obligor under such Indebtedness (except as set forth in the proviso below), a supplemental indenture in the form of Exhibit B pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, (a) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee of such Domestic Subsidiary of such Indebtedness shall be subordinated in right of payment to the Notes or such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee; (b) if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be; and (2) such Domestic Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Subsidiary of the Company as a result of any payment by such Domestic Subsidiary under its Guarantee until payment in full of obligations under this Indenture; provided that, that this paragraph shall not be applicable to any Indebtedness (whether arising from a guarantee or other incurrence) of any Domestic Subsidiary that existed at the time such Person became a Domestic Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Domestic Subsidiary. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor Guarantor, if any, under its Guarantee of the Notes and under Article 10 of any series this Indenture will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a each Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under its Guarantee of the Notes and this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. On If the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each Company or any of the Issue Date Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary Guarantors. Ifthat is not a Guarantor, on or if the Company or any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor (other than Restricted Subsidiaries shall organize, acquire or otherwise invest in another Restricted Subsidiary having total assets with a Domestic Subsidiary book value in excess of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 1 million, the Parent Guarantor will cause then such Domestic transferee or acquired or other Restricted Subsidiary to shall (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary will shall unconditionally guarantee the payment all of the NotesCompany's obligations under the Securities and this Indenture on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, jointly executed and severally with delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all other Guarantors purposes of this Indenture. Notwithstanding the Notes; provided thatforegoing, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity following Restricted Subsidiaries shall not be required to guarantee become Guarantors under this Indenture: (i) DR Exploration; (ii) any Restricted Subsidiary formed or acquired in connection with Related Business Investments made by the Notes because it shall have ceased Company or any of the Restricted Subsidiaries pursuant to be an Excluded clause (iii) of the definition of "Permitted Investment" and (iii) any Restricted Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required which is not permitted by law to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Indenture.

Future Guarantees. On (a) If, after the Issue Date, (i) any Wholly-Owned Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then the Notes will be guaranteed solely by the Parent Company or a Guarantor and each guarantees or incurs any other Indebtedness under either of the Issue Date Subsidiary Guarantors. If, on Senior Credit Agreements or guarantees or incurs any date (a “Guarantee Date”)capital markets Indebtedness of Parent, the Company or any of its Restricted Subsidiaries with an aggregate Obligated/Guaranteed Principal Amount principal amount in excess of $400.0 million (“Capital Markets Debt”) or (ii) the Company otherwise elects to have any Domestic Restricted Subsidiary of the Parent Guarantor (other than become a Domestic Subsidiary of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionGuarantor, then, in each such case, the Parent Guarantor will Company shall cause such Domestic Restricted Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Indenture (in substantially the form of Exhibit F hereto) pursuant to which such Domestic Restricted Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture and shall provide a Note Guarantee by such Restricted Subsidiary on the payment same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and execute and deliver to the Trustee joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Notes, jointly and severally with all other Guarantors holders of the NotesNotes in the Collateral of such Restricted Subsidiary; provided that, if a Domestic Subsidiary that would have been required in the case of clause (a), such supplemental indenture, joinders to guarantee the Notes but for the fact that it was an Excluded Subsidiary Security Documents or a Securitization Entity new Security Documents together with any other such filings and agreements shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days after 20 Business Days following the date that such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity Indebtedness under the applicable Senior Credit Agreement or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary Capital Markets Debt has been guaranteed or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded incurred by such Restricted Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. On the Issue Effective Date, the Notes Guaranteed Obligations will be guaranteed solely by each Borrower (in each case other than with respect to its own Guaranteed Obligations), the Parent Guarantor Company and each of the Issue Effective Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor Company (other than a Domestic Subsidiary of the Parent Guarantor Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million2,500,000, the Parent Guarantor Company will cause such Domestic Subsidiary to execute and deliver to the TrusteeAdministrative Agent, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors of the NotesJoinder Agreement; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes Guaranteed Obligations but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes Guaranteed Obligations because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture Joinder Agreement referred to above shall be delivered to the Trustee Administrative Agent within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. In connection therewith, the Administrative Agent and the Lenders shall have received all documentation and other information regarding such Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation. Upon execution and delivery thereof, each such Person shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. Anything in this Indenture Agreement to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations or become a Loan Guarantor. The obligations of each Loan Guarantor under its Guarantee of the Notes of any series Guaranteed Obligations will be limited as provided in Section 10.03Article 9. Anything in this Indenture Agreement to the contrary notwithstanding, a Loan Guarantor’s Guarantee of the Notes Guaranteed Obligations will automatically and permanently terminate and be released, all other obligations of such Loan Guarantor under this Indenture Agreement will automatically and permanently terminate and such Loan Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture Guaranteed Obligations under the circumstances set forth in Section 10.059.08. Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including such actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.

Future Guarantees. On (a) QCP will not permit any Domestic Restricted Subsidiary of QCP to guarantee any Indebtedness under the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each Credit Facility or any other Indebtedness of the Issue Date Subsidiary Guarantors. If, on any date Issuers or a Guarantor (a “Guarantee DateGuaranteed Indebtedness”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic unless such Restricted Subsidiary of the Parent Guarantor (other than a Domestic Subsidiary of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Parent Guarantor will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 calendar days after so guaranteeing such Guarantee Date (except as set forth in the proviso below), Guaranteed Indebtedness executes and delivers a supplemental indenture to this Indenture in the form of Exhibit C providing for a Notes Guarantee by such Restricted Subsidiary and supplements to the Security Documents and takes all actions required by the Security Documents to perfect the liens granted thereunder; provided, however, that this paragraph shall not be applicable to any guarantee of any Person that existed (or any other guarantee required pursuant to the terms of any Acquired Indebtedness of any Person, which Acquired Indebtedness existed) at the time such Domestic Person became (including by redesignation) a Restricted Subsidiary will unconditionally guarantee of, or was merged into, the payment of the Notes, jointly and severally with all other Guarantors of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary Issuers or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Restricted Subsidiary or a Securitization Entityand was not Incurred in connection with, or if in contemplation of, such person becoming a Subsidiary that was a Foreign Subsidiary shall be required Restricted Subsidiary. QCP may elect, in its sole discretion, to guarantee the Notes because it shall have become a Domestic cause any Subsidiary that is not an Excluded otherwise required to be a Subsidiary or Guarantor to become a Securitization EntitySubsidiary Guarantor, as the in which case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee comply with the Notes 30 calendar day period described above. For the avoidance of doubt, Indebtedness of a Person that is guaranteed by an Issuer or become a Guarantor. The obligations of each Subsidiary Guarantor under its Guarantee of the Notes of any series will shall not be limited deemed to be Guaranteed Indebtedness solely as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations result of such Guarantor under this Indenture will automatically and permanently terminate and guarantee by such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Issuer or Subsidiary Guarantor.

Future Guarantees. On the Issue Effective Date, the Notes Guaranteed Obligations will be guaranteed solely by each Borrower (in each case other than with respect to its own Guaranteed Obligations), the Parent Guarantor Company and each of the Issue Effective Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor Company (other than a Domestic Subsidiary of the Parent Guarantor Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million2,500,000, the Parent Guarantor Company will cause such Domestic Subsidiary to execute and deliver to the TrusteeAdministrative Agent, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors of the NotesJoinder Agreement; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes Guaranteed Obligations but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes Guaranteed Obligations because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture Joinder Agreement referred to above shall be delivered to the Trustee Administrative Agent within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. In connection therewith, the Administrative Agent and the Lenders shall have received all documentation and other information regarding such Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act and the Beneficial Ownership Regulation. Upon execution and delivery thereof, each such Person shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. Anything in this Indenture Agreement to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations or become a Loan Guarantor. The obligations of each Loan Guarantor under its Guarantee of the Notes of any series Guaranteed Obligations will be limited as provided in Section 10.03Article IX. Anything in this Indenture Agreement to the contrary notwithstanding, a Loan Guarantor’s Guarantee of the Notes Guaranteed Obligations will automatically and permanently terminate and be released, all other obligations of such Loan Guarantor under this Indenture Agreement will automatically and permanently terminate and such Loan Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture Guaranteed Obligations under the circumstances set forth in Section 10.059.08. Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including such actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.

Future Guarantees. On If the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each Company or any of the Issue Date Restricted Subsidiaries transfers or causes to be transferred, in one transaction or a series of related transactions, any property to any Restricted Subsidiary Guarantors. Ifthat is not a Guarantor, on or if the Company or any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor (other than Restricted Subsidiaries shall organize, acquire or otherwise invest in another Restricted Subsidiary having total assets with a Domestic Subsidiary book value in excess of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 1 million, the Parent Guarantor will cause then such Domestic transferee or acquired or other Restricted Subsidiary to shall (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary will shall unconditionally guarantee the payment all of the NotesCompany’s obligations under the Securities and this Indenture on the terms set forth in this Indenture and (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, jointly executed and severally with delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. Thereafter, such Restricted Subsidiary shall be a Guarantor for all other Guarantors purposes of this Indenture. Notwithstanding the Notes; provided thatforegoing, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity following Restricted Subsidiaries shall not be required to guarantee become Guarantors under this Indenture: (i) DR Exploration; (ii) any Restricted Subsidiary formed or acquired in connection with Related Business Investments made by the Notes because it shall have ceased Company or any of the Restricted Subsidiaries pursuant to be an Excluded clause (iii) of the definition of “Permitted Investment” and (iii) any Restricted Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required which is not permitted by law to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05Indenture.

Future Guarantees. On Any Person that becomes a Guarantor, jointly and severally, fully, unconditionally and irrevocably guarantees as primary obligors and not merely as a sureties, the Issue obligations of the Issuer under the Securities and this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, that (a) the Issuer will make payment of the principal of and interest (including Additional Interest, if any) on the Securities will be paid in full when due, whether at the Maturity Date, by acceleration, redemption or otherwise (including, without limitation, the Notes amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder, including obligations arising under Articles III and VII hereof, will be guaranteed solely paid in full or performed, all in accordance with the terms hereof and thereof and (b) the full performance, within applicable grace periods, of all other obligations of the Issuer under this Indenture and the Securities which may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article IX, notwithstanding any extension or renewal. Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenant that the Guarantee of such Guarantor shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each Guarantor agrees that, in the event of a default in payment of principal or interest, including contingent interest, if any, on such Security, whether at the Maturity Date of the Security, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Parent Guarantor Trustee on behalf of or by the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Issue Date Subsidiary GuarantorsGuarantors to enforce such Guarantor's Guarantee without first proceeding against the Issuer or any other Guarantor, if any. IfEach Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that as between each Guarantor, on any date (a “Guarantee Date”)the one hand, and the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor (other than a Domestic Subsidiary of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Parent Guarantor will cause such Domestic Subsidiary to execute Holders and deliver to the Trustee, within 30 days after on the other hand, (x) subject to this Article IX, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantee Date Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (except as set forth y) in the proviso below)event of any acceleration of such obligation as provided in Article VI hereof, a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the payment purpose of the NotesGuarantee of such Guarantor. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, jointly and severally with dissolution or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all other Guarantors or any significant part of the Notes; provided thatIssuer's assets, if a Domestic Subsidiary that would have been required and shall, to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased fullest extent permitted by law, continue to be an Excluded Subsidiary effective or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entityreinstated, as the case may be, if at any time payment and performance of the supplemental indenture referred Securities are, pursuant to above shall applicable law, rescinded or reduced in amount, or must otherwise be delivered restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, for the purposes of the amounts due under the Guarantee, the Securities shall, to the Trustee within 30 days after the date fullest extent permitted by law, be reinstated and deemed reduced only by such Domestic Subsidiary shall have ceased amount paid and not so rescinded, reduced, restored or returned. Notwithstanding anything to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entitycontrary herein, as the case may be. Anything nothing in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary Article IX shall be required to constitute a guarantee the Notes or become a Guarantor. The by any Guarantor of any obligations of each Guarantor the Issuer under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes Securities and this Indenture under the circumstances set forth in Section 10.05Indenture.

Future Guarantees. On the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each of the Issue Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor Company (other than a Domestic Subsidiary of the Parent Guarantor Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Parent Guarantor Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor Guarantor, if any, under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. On If, after the Issue Date, any wholly owned Restricted Subsidiary (a) creates, assumes or incurs any Specified Unsecured Debt or guarantees any Specified Unsecured Debt, in each case issued by the Issuer or any wholly owned Restricted Subsidiary after the Issue Date or (b) guarantees the obligations of Blue Cube under the Blue Cube Notes, then in any such case the Issuer shall cause such wholly owned Restricted Subsidiary, within 45 days from (or, in the case of the first guarantee required under clause (b) above after the Issue Date, substantially concurrent with) such creation, assumption, incurrence or guarantee of such Specified Unsecured Debt or such guarantee of the Blue Cube Notes, to execute and deliver a supplemental indenture to this Indenture substantially in the form of Exhibit B to provide a Note Guarantee by such Restricted Subsidiary of the payment of the principal of, premium, if any, and interest on the Notes on an unsecured unsubordinated basis, except that no such guarantee of the Notes will be guaranteed solely required (i) as a result of any indebtedness (including any guarantees) by a Person (x) existing at the Parent Guarantor and each time such Person is merged into, or consolidated with, any Restricted Subsidiary, (y) existing at the time such Person becomes a Restricted Subsidiary or (z) being assumed by a Restricted Subsidiary in connection with a sale, lease or other disposition of the Issue Date properties and assets of such Person (or a division thereof) as an entirety or substantially as an entirety to any Restricted Subsidiary; provided that in each case any such indebtedness or guarantee was not incurred in contemplation thereof, (ii) by any Restricted Subsidiary Guarantors. Ifthat is prohibited by any applicable law, on any date (a “Guarantee Date”)rule, the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor regulation or contractual obligation (other than any contractual obligation created in contemplation of such incurrence or guarantee) from guaranteeing the Notes or (iii) by any Restricted Subsidiary that would require governmental (including regulatory) consent, approval, license or authorization to provide a Domestic Subsidiary guarantee of the Parent Guarantor that Notes (unless such consent, approval, license or authorization has been received). If the Issuer is an Excluded required to cause a Restricted Subsidiary or to provide a Securitization Entity) exceeds $2.5 millionNote Guarantee pursuant to the immediately preceding sentence as a result of such Restricted Subsidiary’s guarantee of the Blue Cube Notes and, at the time such Note Guarantee is provided Blue Cube is not a Guarantor, the Parent Guarantor will Issuer shall cause such Domestic Subsidiary Blue Cube to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which this Indenture substantially in the form of Exhibit B to provide a Note Guarantee substantially concurrent with such Domestic Subsidiary will unconditionally Restricted Subsidiary’s guarantee the payment of the Blue Cube Notes, jointly and severally with all other Guarantors of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.

Future Guarantees. On the Issue Date(a) Upon their initial issuance, the Notes will not be guaranteed solely by the Parent Guarantor and each any of the Issue Date Company’s Subsidiaries. If on or after the date of this Supplemental Indenture, a Subsidiary Guarantors. Ifof the Company incurs, on or becomes a guarantor or co-obligor of the Company’s obligations under, any date Similar Capital Markets Debt Securities (a “Guarantee Date”as defined below), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor (other than a Domestic Subsidiary of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Parent Guarantor will Company shall cause such Domestic Subsidiary Subsidiary, within 30 days to (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture (or supplemental indentures) pursuant to which such Domestic Subsidiary will unconditionally shall guarantee (subject to Section 4.3(b)) all of the payment of Company’s obligations under the Notes, jointly including the prompt payment in full when due of the principal of, premium on, if any, interest and, without duplication, defaulted interest, if any, on the Notes and severally with all other Guarantors of amounts payable by the Notes; provided thatCompany thereunder and hereunder, if a Domestic Subsidiary that would have been required subject to guarantee any applicable grace period, whether at maturity, by acceleration or otherwise, and interest on any overdue principal and any overdue interest on the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes on the terms set forth in this Section 4.3 and (ii) deliver to the Trustee an Opinion of Counsel to the effect that (A) such Guarantor under this Indenture will automatically supplemental indenture and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee guarantee of the Notes has been duly executed and authorized and (B) such supplemental indenture and guarantee of the Notes constitutes a valid, binding and enforceable obligation of such Subsidiary of the Company, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws and except insofar as enforcement thereof is subject to general principles of equity. Any such future guarantee of the Notes shall be equal or senior in right of payment with the guarantee or other obligations giving rise to the obligation to guarantee the Notes. Any supplemental indenture required pursuant to this Indenture under Section 4.3(a) shall be prepared by the circumstances set forth Company in such form and with such terms as may be customary or reasonably appropriate to give effect to the terms of this Section 10.054.3, and the Trustee shall be entitled to receive a Company Order, Officer’s Certificate and Opinion of Counsel as to the authorization of such supplemental indenture and may rely conclusively thereon (without any responsibility for the form or terms of such supplemental indenture).

Future Guarantees. On the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each At any time either (x) in excess of 10.0% of the Issue Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary consolidated net assets of the Parent Guarantor Company are owned by Restricted Subsidiaries (other than a Domestic Subsidiary Foreign Subsidiaries) of the Parent Guarantor Company or (y) in excess of 10.0% of the Consolidated EBITDA of the Company is derived from Restricted Subsidiaries (other than Foreign Subsidiaries) of the Company, within 90 days of the filing of the financial statements with the Commission which indicate that either clause (x) or clause (y) above is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionapplicable, the Parent Guarantor will Company shall cause such Domestic Subsidiary Restricted Subsidiaries (other than Foreign Subsidiaries) to (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which such Domestic Restricted Subsidiary will shall become a party to this Indenture and thereby unconditionally guarantee on an unsecured senior subordinated basis (on substantially the payment same terms as the subordination of the Notes, jointly and severally with Securities) (a "GUARANTEE") all other Guarantors of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee Company's Obligations under the Notes but for Securities and this Indenture on the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered terms set forth therein and (ii) deliver to the Trustee within 30 days after the date an opinion of counsel that such Domestic supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary (which opinion may be subject to customary assumptions and qualifications). Thereafter, such Restricted Subsidiary shall have ceased to (unless released in accordance with the terms of this Indenture) be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become guarantor (a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in "GUARANTOR") for all purposes of this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a GuarantorIndenture. The obligations of each Guarantor under its Guarantee of the Notes of any series a Guarantor will be limited as provided in Section 10.03. Anything in this Indenture to released upon the contrary notwithstanding, sale or transfer of a Guarantor’s Guarantee majority of the Notes will automatically and permanently terminate and be released, all other obligations capital stock of such Guarantor under owned directly or indirectly by the Company, provided that such sale or transfer complies with all of the terms of this Indenture will automatically and permanently terminate and Indenture, or such Guarantor becoming an Unrestricted Subsidiary in accordance with the terms of this Indenture. Each Guarantee will be automatically a continuing guarantee and permanently released from will (a) remain in full force and effect until payment in full of all of its the obligations under its Guarantee covered thereby, (b) be binding upon each Guarantor and (c) inure to the benefit of and be enforceable by the Notes Trustee, the Holders and this Indenture under the circumstances set forth in Section 10.05their successors, transferees and assigns.

Future Guarantees. On the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each of the Issue Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor Company (other than a Domestic Subsidiary of the Parent Guarantor Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Parent Guarantor Company will cause such Domestic Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors (if any) of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or a Foreign Subsidiary shall not be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor Guarantor, if any, under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05; and all of the Guarantees, if any, of the Notes and all of the obligations of the Guarantors, if any, under this Indenture will be automatically suspended (subject to possible reinstatement) as provided in Section 4.05.

Future Guarantees. On the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and each At any time either (x) in excess of 10.0% of the Issue Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary consolidated net assets of the Parent Guarantor Company are owned by Restricted Subsidiaries (other than a Domestic Subsidiary Foreign Subsidiaries) of the Parent Guarantor Company or (y) in excess of 10.0% of the Consolidated EBITDA of the Company is derived from Restricted Subsidiaries (other than Foreign Subsidiaries) of the Company, within 90 days of the filing of the financial statements with the Commission which indicate that either clause (x) or clause (y) above is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionapplicable, the Parent Guarantor will Company shall cause such Domestic Subsidiary Restricted Subsidiaries (other than Foreign Subsidiaries) to (i) execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture substantially in form of Exhibit C annexed hereto pursuant to which such Domestic Restricted Subsidiary will shall become a party to this Indenture and thereby unconditionally guarantee Guarantee on an unsecured senior subordinated basis (on substantially the payment same terms as the subordination of the Notes, jointly and severally with Securities) (a “SUBSIDIARY GUARANTEE”) all other Guarantors of the Notes; provided that, if a Domestic Subsidiary that would have been required to guarantee Company’s Obligations under the Notes but for Securities and this Indenture on the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be delivered terms set forth therein and (ii) deliver to the Trustee within 30 days after the date an Opinion of Counsel that such Domestic supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary (which opinion may be subject to customary assumptions and qualifications). Thereafter, such Restricted Subsidiary shall have ceased to (unless released in accordance with the terms of this Indenture) be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. Anything in Guarantor for all purposes of this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a GuarantorIndenture. The obligations of each Guarantor under its Subsidiary Guarantee of the Notes of any series a Guarantor will be limited as provided in Section 10.03. Anything in this Indenture to released upon the contrary notwithstanding, sale or transfer of a Guarantor’s Guarantee majority of the Notes will automatically and permanently terminate and be released, all other obligations capital stock of such Guarantor under owned directly or indirectly by the Company, provided that such sale or transfer complies with all of the terms of this Indenture will automatically and permanently terminate and Indenture, or such Guarantor becoming an Unrestricted Subsidiary in accordance with the terms of this Indenture. Each Subsidiary Guarantee will be automatically a continuing Guarantee and permanently released from will (a) remain in full force and effect until payment in full of all of its the obligations under its Guarantee covered thereby, (b) be binding upon each Guarantor and (c) inure to the benefit of and be enforceable by the Notes Trustee, the Holders and this Indenture under the circumstances set forth in Section 10.05their successors, transferees and assigns.

Future Guarantees. On the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and The Issuers shall cause each of the Issue Date Restricted Subsidiary Guarantors. If, on any date (that is not a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor (other than a Domestic Subsidiary Opco) that borrows under or Guarantees the Credit Agreement, any other syndicated loan facility or any Capital Markets Indebtedness, in each case, of the Parent Guarantor that is an Excluded Subsidiary Issuers or a Securitization EntityGuarantor (“Guaranteed Indebtedness”) exceeds $2.5 millionto, the Parent Guarantor will cause such Domestic Subsidiary to within 30 days thereof, execute and deliver to the TrusteeTrustee a supplemental indenture, within 30 days after such Guarantee Date (except as in substantially the form set forth in the proviso below)Exhibit B hereto, providing for a supplemental indenture Note Guarantee by such Restricted Subsidiary pursuant to which such Domestic Restricted Subsidiary will shall unconditionally guarantee Guarantee, on a joint and several basis, the full and prompt payment of the Notesprincipal of, jointly premium, if any, and severally with interest in respect of the Notes on a senior basis and all other Guarantors of the Notes; provided that, if a Domestic Subsidiary that would have been required obligations under this Indenture. With respect to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a any Note Guarantee by any Foreign Subsidiary shall be required pursuant to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may bethis Section 4.15, the supplemental indenture referred to above shall be delivered to set forth in Exhibit B hereto may have such changes thereto as required by the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or local law of such Foreign Subsidiary shall have become a Domestic Subsidiary that is including but not an Excluded Subsidiary or Securitization Entitylimited to limitations of such Note Guarantees under such local law, as the case may be. Anything in this Indenture provided such changes (including such limitations) apply mutatis mutandis to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor under its Guarantee of the Notes of Guaranteed Indebtedness. In connection with any series will be limited as provided such supplemental indenture delivered pursuant to this Section 4.15 in Section 10.03. Anything connection with any Note Guarantee by any Foreign Subsidiary, in this Indenture addition to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances requirements set forth in Section 10.059.5, the Issuer shall deliver to the Trustee an Officers’ Certificate to the effect that such Note Guarantee complies with the terms and requirements of this Section 4.15 (upon which the Trustee may exclusively and conclusively rely without any obligation to review, verify or negotiate the terms, limitations or requirements herein of such Note Guarantee).

Future Guarantees. On the Issue Date, the Notes will be guaranteed solely by the Parent Guarantor and The Issuers shall cause each of the Issue Date Restricted Subsidiary Guarantors. If, on any date (that is not a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor (other than a Domestic Subsidiary Opco) that (a) Incurs any Indebtedness under the Credit Agreement or any other Indebtedness incurred pursuant to clause (d)(1) of Section 4.9 and/or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Parent Issuers or any Subsidiary Guarantor that is an Excluded under the Credit Agreement or any other syndicated loan or revolving credit facility or any Capital Markets Indebtedness, in each case, of the Issuers or any other Subsidiary or a Securitization Entity) exceeds $2.5 millionGuarantor to, the Parent Guarantor will cause such Domestic Subsidiary to within 30 days thereof, execute and deliver to the TrusteeTrustee a supplemental indenture, within 30 days after such Guarantee Date (except as in substantially the form set forth in the proviso below)Exhibit B hereto, providing for a supplemental indenture Note Guarantee by such Restricted Subsidiary pursuant to which such Domestic Restricted Subsidiary will shall unconditionally guarantee Guarantee, on a joint and several basis, the full and prompt payment of the Notesprincipal of, jointly premium, if any, and severally with interest in respect of the Notes on a senior basis and all other Guarantors of the Notes; provided that, if a Domestic Subsidiary that would have been required obligations under this Indenture. With respect to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a any Note Guarantee by any Foreign Subsidiary shall be required pursuant to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may bethis Section 4.15, the supplemental indenture referred to above shall be delivered to set forth in Exhibit B hereto may have such changes thereto as required by the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or local law of such Foreign Subsidiary shall have become a Domestic Subsidiary that is including but not an Excluded Subsidiary or Securitization Entitylimited to limitations of such Note Guarantees under such local law, as the case may be. Anything in this Indenture provided such changes (including such limitations) apply mutatis mutandis to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor under its Guarantee of the Notes of Guaranteed Indebtedness. In connection with any series will be limited as provided such supplemental indenture delivered pursuant to this Section 4.15 in Section 10.03. Anything connection with any Note Guarantee by any Foreign Subsidiary, in this Indenture addition to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances requirements set forth in Section 10.059.5, the Issuer shall deliver to the Trustee an Officers’ Certificate to the effect that such Note Guarantee complies with the terms and requirements of this Section 4.15 (upon which the Trustee may exclusively and conclusively rely without any obligation to review, verify or negotiate the terms, limitations or requirements herein of such Note Guarantee).

Future Guarantees. On the Issue Date, the Notes The Company will be guaranteed solely by the Parent Guarantor and each not permit any of the Issue Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor its Restricted Subsidiaries (other than a Domestic any Foreign Restricted Subsidiary, any Insignificant Subsidiary and Receivables Subsidiary or any Special Purpose Producer), directly or indirectly, to Guarantee or pledge any assets to secure the payment of any other Indebtedness of the Parent Guarantor that is an Excluded Subsidiary Company or a Securitization Entity) exceeds $2.5 millionany of the Company’s other Restricted Subsidiaries under any Credit Facilities, the Parent 2025 Notes or 2029 Notes unless such Restricted Subsidiary (x) is a Guarantor will cause such Domestic Subsidiary to execute and deliver to the Trustee, under this Indenture or (y) within 30 60 days after becoming a guarantor of such Guarantee Date (except as set forth in the proviso below), other Indebtedness becomes a Guarantor under this Indenture and simultaneously executes and delivers a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee providing for the Guarantee of the payment of the Notes, jointly and severally with all other Guarantors of the NotesNotes by such Restricted Subsidiary; provided that, if a Domestic that such Guarantee shall be senior to or pari passu with such Subsidiary’s Guarantee of such other Indebtedness. In the event that any Restricted Subsidiary that would have been required to guarantee the Notes but for the fact that it was is an Excluded Insignificant Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased ceases to be an Excluded Insignificant Subsidiary or a Securitization Entityotherwise guarantees the Credit Agreement Obligations or the 2029 Notes, or if a then such Restricted Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have must become a Domestic Subsidiary that is not Guarantor and execute a supplemental indenture and deliver an Excluded Subsidiary Opinion of Counsel to the Trustee. The Company may elect, in its sole discretion, to cause or a Securitization Entityallow, as the case may be, the supplemental indenture referred to above shall be delivered to the Trustee within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded any 72 4869-1723-0772 v.7 Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary any New Parent that is not an Excluded otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or Securitization Entity, as the case may be. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary New Parent shall not be required to guarantee comply with the Notes 60-day period described above and such Guarantee may be released at any time in the Company’s sole discretion so long as any Indebtedness of such Subsidiary then outstanding could have been incurred by such Subsidiary (either (x) when so incurred or become a Guarantor. The obligations of each Guarantor under its Guarantee (y) at the time of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations release of such Guarantee) assuming such Subsidiary were not a Guarantor under this Indenture will automatically and permanently terminate and at such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05time.

Future Guarantees. On Any Person that becomes a Guarantor, jointly and severally, fully, unconditionally and irrevocably guarantees as primary obligors and not merely as a sureties, the Issue obligations of the Issuer under the Securities and this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, that (a) the Issuer will make payment of the principal of and interest (including Additional Interest, if any) on the Securities will be paid in full when due, whether at the Maturity Date, by acceleration, redemption or otherwise (including, without limitation, the Notes amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuer to the Holders or the Trustee hereunder or thereunder, including obligations arising under Articles III and VII hereof, will be guaranteed solely paid in full or performed, all in accordance with the terms hereof and thereof and (b) the full performance, within applicable grace periods, of all other obligations of the Issuer under this Indenture and the Securities which may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article X, notwithstanding any extension or renewal. Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or any other Person, protest, notice and all demands whatsoever and covenant that the Guarantee of such Guarantor shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each Guarantor agrees that, in the event of a default in payment of principal or interest, including contingent interest, if any, on such Security, whether at the Maturity Date of the Security, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Parent Guarantor Trustee on behalf of or by the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Issue Date Subsidiary GuarantorsGuarantors to enforce such Guarantor's Guarantee without first proceeding against the Issuer or any other Guarantor, if any. IfEach Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuer or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that as between each Guarantor, on any date (a “Guarantee Date”)the one hand, and the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor (other than a Domestic Subsidiary of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Parent Guarantor will cause such Domestic Subsidiary to execute Holders and deliver to the Trustee, within 30 days after on the other hand, (x) subject to this Article X, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantee Date Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (except as set forth y) in the proviso below)event of any acceleration of such obligation as provided in Article VI hereof, a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the payment purpose of the NotesGuarantee of such Guarantor. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation, jointly and severally with dissolution or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all other Guarantors or any significant part of the Notes; provided thatIssuer's assets, if a Domestic Subsidiary that would have been required and shall, to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased fullest extent permitted by law, continue to be an Excluded Subsidiary effective or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entityreinstated, as the case may be, if at any time payment and performance of the supplemental indenture referred Securities are, pursuant to above shall applicable law, rescinded or reduced in amount, or must otherwise be delivered restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, for the purposes of the amounts due under the Guarantee, the Securities shall, to the Trustee within 30 days after the date fullest extent permitted by law, be reinstated and deemed reduced only by such Domestic Subsidiary shall have ceased amount paid and not so rescinded, reduced, restored or returned. Notwithstanding anything to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entitycontrary herein, as the case may be. Anything nothing in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary Article X shall be required to constitute a guarantee the Notes or become a Guarantor. The by any Guarantor of any obligations of each Guarantor the Issuer under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes Securities and this Indenture under the circumstances set forth in Section 10.05Indenture.

Future Guarantees. On (a) If, after the Issue Date, (i) any Wholly-Owned Restricted Subsidiary (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) that is not then the Notes will be guaranteed solely by the Parent Company or a Guarantor and each guarantees or incurs any other Indebtedness under either of the Issue Date Subsidiary Guarantors. If, on Senior Credit Agree- ments or guarantees or incurs any date (a “Guarantee Date”)capital markets Indebtedness of Parent, the Company or any of its Restricted Sub- sidiaries with an aggregate Obligated/Guaranteed Principal Amount principal amount in excess of $400.0 million (“ Capital Markets Debt ”) or (ii) the Com- pany otherwise elects to have any Domestic Restricted Subsidiary of the Parent Guarantor (other than become a Domestic Subsidiary of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 millionGuarantor, then, in each such case, the Parent Guarantor will Company shall cause such Domestic Restricted Subsidiary to execute and deliver to the Trustee, within 30 days after such Guarantee Date (except as set forth in the proviso below), Trustee a supplemental indenture to this Inden- ture (in substantially the form of Exhibit F hereto) pursuant to which such Domestic Restricted Subsidiary will unconditionally guarantee shall become a Guarantor under this Indenture and shall provide a Note Guarantee by such Restricted Subsidiary on the payment same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and execute and deliver to the Trustee joinders to the Security Documents or new Security Documents together with any other filings and agreements required by the Security Documents to create or perfect the security interests for the benefit of the Notes, jointly and severally with all other Guarantors hold- ers of the NotesNotes in the Collateral of such Restricted Subsidiary; provided that, if a Domestic Subsidiary that would have been required in the case of clause (a), such supple- mental indenture, joinders to guarantee the Notes but for the fact that it was an Excluded Subsidiary Security Documents or a Securitization Entity new Security Documents together with any other such fil- ings and agreements shall be required to guarantee the Notes because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture referred to above shall be executed and delivered to the Trustee within 30 days after 20 Business Days following the date that such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity Indebtedness under the applicable Senior Credit Agreement or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary Capital Markets Debt has been guaranteed or Securitization Entity, as the case may beincurred by such Restricted Subsidiary. Anything in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes or become a Guarantor. The obligations of each Guarantor under its (b) Each Note Guarantee of the Notes of any series will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Note Guarantee, as provided it relates to such Restricted Sub- sidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affect- ing the rights of creditors generally. (c) Each Note Guarantee shall be released upon the terms and in Section 10.03accordance with the provisions of Article 10. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture under the circumstances set forth in Section 10.05.-83-

Future Guarantees. On Any Person that becomes a Guarantor, jointly and severally, fully, unconditionally and irrevocably guarantees as primary obligors and not merely as a sureties, the Issue obligations of the Company under the Securities and this Indenture, and guarantees to each Holder of a Security authenticated and delivered by the Trustee in accordance with the terms hereof, and to the Trustee on behalf of such Holder, that (a) the Company will make payment of the principal of and interest (including Additional Interest, if any) on the Securities will be paid in full when due, whether at the Maturity Date, by acceleration, redemption or otherwise (including, without limitation, the Notes amount that would become due but for the operation of the automatic stay under Section 362(a) of the Bankruptcy Law), together with interest on the overdue principal, if any, and interest on any overdue interest, to the extent lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder, including obligations arising under Articles III and VII hereof, will be guaranteed solely paid in full or performed, all in accordance with the terms hereof and thereof and (b) the full performance, within applicable grace periods, of all other obligations of the Company under this Indenture and the Securities which may be extended or renewed, in whole or in part, without notice or further assent from such Guarantor and that such Guarantor will remain bound under this Article X, notwithstanding any extension or renewal. Each Guarantor agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor waives (to the extent permitted by law) the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Issuers or any other Person, protest, notice and all demands whatsoever and covenant that the Guarantee of such Guarantor shall not be discharged as to any Security except by complete performance of the obligations contained in such Security, this Indenture and such Guarantee. Each Guarantor acknowledges that the Guarantee is a guarantee of payment and not of collection. Each Guarantor agrees that, in the event of a default in payment of principal or interest, including contingent interest, if any, on such Security, whether at the Maturity Date of the Security, by acceleration, redemption, purchase or otherwise, legal proceedings may be instituted by the Parent Guarantor Trustee on behalf of or by the Holder of such Security, subject to the terms and conditions set forth in this Indenture, directly against each of the Issue Date Subsidiary GuarantorsGuarantors to enforce such Guarantor's Guarantee without first proceeding against the Company or any other Guarantor, if any. IfEach Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Securities, to collect interest on the Securities, or to enforce or exercise any other right or remedy with respect to the Securities, such Guarantor shall pay to the Trustee for the account of the Holder, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee or any of the Holders. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or any Guarantor, any amount paid by any of them to the Trustee or such Holder, the Guarantee of the Guarantor, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees that as between each Guarantor, on any date (a “Guarantee Date”)the one hand, and the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor (other than a Domestic Subsidiary of the Parent Guarantor that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million, the Parent Guarantor will cause such Domestic Subsidiary to execute Holders and deliver to the Trustee, within 30 days after on the other hand, (x) subject to this Article X, the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the Guarantee of such Guarantee Date Guarantor notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (except as set forth y) in the proviso below)event of any acceleration of such obligation as provided in Article VI hereof, a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the payment purpose of the NotesGuarantee of such Guarantor. The Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation, jointly and severally with dissolution or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all other Guarantors or any significant part of the Notes; provided thatIssuers' assets, if a Domestic Subsidiary that would have been required and shall, to guarantee the Notes but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes because it shall have ceased fullest extent permitted by law, continue to be an Excluded Subsidiary effective or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entityreinstated, as the case may be, if at any time payment and performance of the supplemental indenture referred Securities are, pursuant to above shall applicable law, rescinded or reduced in amount, or must otherwise be delivered restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, for the purposes of the amounts due under the Guarantee, the Securities shall, to the Trustee within 30 days after the date fullest extent permitted by law, be reinstated and deemed reduced only by such Domestic Subsidiary shall have ceased amount paid and not so rescinded, reduced, restored or returned. Notwithstanding anything to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entitycontrary herein, as the case may be. Anything nothing in this Indenture to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary Section X shall be required to constitute a guarantee the Notes or become a Guarantor. The by any Guarantor of any obligations of each Guarantor Centennial or Centennial PR under its Guarantee of the Notes of any series will be limited as provided in Section 10.03. Anything in this Indenture to the contrary notwithstanding, a Guarantor’s Guarantee of the Notes will automatically and permanently terminate and be released, all other obligations of such Guarantor under this Indenture will automatically and permanently terminate and such Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes Securities and this Indenture under the circumstances set forth in Section 10.05Indenture.

Future Guarantees. On the Issue Effective Date, the Notes Guaranteed Obligations will be guaranteed solely by each Borrower (in each case other than with respect to its own Guaranteed Obligations), the Parent Guarantor Company and each of the Issue Effective Date Subsidiary Guarantors. If, on any date (a “Guarantee Date”), the aggregate Obligated/Guaranteed Principal Amount of any Domestic Subsidiary of the Parent Guarantor Company (other than a Domestic Subsidiary of the Parent Guarantor Company that is an Excluded Subsidiary or a Securitization Entity) exceeds $2.5 million2,500,000, the Parent Guarantor Company will cause such Domestic Subsidiary to execute and deliver to the TrusteeAdministrative Agent, within 30 days after such Guarantee Date (except as set forth in the proviso below), a supplemental indenture pursuant to which such Domestic Subsidiary will unconditionally guarantee the payment of the Notes, jointly and severally with all other Guarantors of the NotesJoinder Agreement; provided that, if a Domestic Subsidiary that would have been required to guarantee the Notes Guaranteed Obligations but for the fact that it was an Excluded Subsidiary or a Securitization Entity shall be required to guarantee the Notes Guaranteed Obligations because it shall have ceased to be an Excluded Subsidiary or a Securitization Entity, or if a Subsidiary that was a Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations because it shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or a Securitization Entity, as the case may be, the supplemental indenture Joinder Agreement referred to above shall be delivered to the Trustee Administrative Agent within 30 days after the date such Domestic Subsidiary shall have ceased to be an Excluded Subsidiary or a Securitization Entity or such Foreign Subsidiary shall have become a Domestic Subsidiary that is not an Excluded Subsidiary or Securitization Entity, as the case may be. In connection therewith, the Administrative Agent and the Lenders shall have received all documentation and other information regarding such Subsidiaries as may be required to comply with the applicable “know your customer” rules and regulations, including the USA Patriot Act. Upon execution and delivery thereof, each such Person shall automatically become a Loan Guarantor hereunder and thereupon shall have all of the rights, benefits, duties, and obligations in such capacity under the Loan Documents. Anything in this Indenture Agreement to the contrary notwithstanding, no Excluded Subsidiary, Securitization Entity or Foreign Subsidiary shall be required to guarantee the Notes Guaranteed Obligations or become a Loan Guarantor. The obligations of each Loan Guarantor under its Guarantee of the Notes of any series Guaranteed Obligations will be limited as provided in Section 10.03Article IX. Anything in this Indenture Agreement to the contrary notwithstanding, a Loan Guarantor’s Guarantee of the Notes Guaranteed Obligations will automatically and permanently terminate and be released, all other obligations of such Loan Guarantor under this Indenture Agreement will automatically and permanently terminate and such Loan Guarantor will be automatically and permanently released from all of its obligations under its Guarantee of the Notes and this Indenture Guaranteed Obligations under the circumstances set forth in Section 10.059.08. Without limiting the foregoing, each Loan Party will, and will cause each Subsidiary to, execute and deliver, or cause to be executed and delivered, to the Administrative Agent such documents, agreements and instruments, and will take or cause to be taken such further actions (including such actions or deliveries of the type required by Section 4.01, as applicable), which may be required by any Requirement of Law or which the Administrative Agent may, from time to time, reasonably request to carry out the terms and conditions of this Agreement and the other Loan Documents, all in form and substance reasonably satisfactory to the Administrative Agent and all at the expense of the Loan Parties.