Common use of Future Guarantors Clause in Contracts

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.

Future Guarantors. If, (a) If the Parent Guarantor or any of its Restricted Subsidiaries acquires or creates another Subsidiary after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Parent Guarantor shall cause such Subsidiary to execute an amended newly acquired or supplemental indenture pursuant to Section 8.01(B) causing such created Subsidiary to become a Guarantor (in the event that such Subsidiary provides a guarantee of any other Indebtedness of the Company or a Guarantor of the type specified under clauses (1) or (2) of the definition of “Indebtedness”), at which time such Subsidiary shall: (1) execute a supplemental indenture in the form attached as Exhibit D hereto pursuant to which such Subsidiary shall unconditionally guarantee, on a senior basis, all of the Company’s Obligations under this Indenture. Notwithstanding anything to Indenture and the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations Notes on the terms set forth in this Article 9Indenture; (2) execute and deliver to the Security Agent and/or the Intercreditor Agent (as applicable) such amendments or supplements to the Security Documents necessary in order to grant to the Security Agent, for the benefit of the Trustee and the holders of the Notes, a perfected security interest (subject to Permitted Liens and to the extent permitted under applicable law) in the Company has delivered Collateral owned by such Subsidiary Guarantor required to be pledged pursuant to the Trustee Security Documents; (3) take such further action and execute and deliver such other documents as otherwise may be reasonably requested by the Trustee, the Security Agent or the Intercreditor Agent to give effect to the foregoing; and (4) deliver to the Trustee, the Security Agent and the Intercreditor Agent an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be that (i) such supplemental indenture and any other documents required to be delivered have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable Obligations of such Subsidiary and (ii) the Security Documents to which such Subsidiary is a party create a valid perfected Lien on the Collateral covered thereby to the extent permitted under applicable law. (b) Notwithstanding the foregoing, any Guarantee of the Notes created pursuant to the provisions described in paragraph (a) above may provide by its terms that it will be automatically and unconditionally released and discharged upon: (1) (with respect to any Guarantee created after the date of this Indenture) the release by the holders of the Company’s, the Parent Guarantor’s or the Subsidiary Guarantor’s Debt described in paragraph (a) above, of their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee), at a time when: (A) no other Indebtedness of either Company, the Parent Guarantor or any Subsidiary Guarantor has been guaranteed by such Restricted Subsidiary; or (B) the holders of all such other Indebtedness that is guaranteed by such Restricted Subsidiary also release their guarantee by such Restricted Subsidiary (including any deemed release upon payment in full of all obligations under such Debt other than as a result of payment under such guarantee); or (2) the release of the Guarantees on the terms and conditions and in the circumstances described in Section 11.08 hereof. (c) Each additional Note Guarantee will be limited as necessary to recognize certain defences generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defences affecting the rights of creditors generally) or other considerations under applicable law. Notwithstanding Section 4.17(a), the Parent Guarantor shall not be obligated to cause such Restricted Subsidiary to Guarantee the Notes to the extent that such Guarantee by such Restricted Subsidiary would reasonably be expected to give rise to or result in (i) any liability for the officers, directors or shareholders of such Restricted Subsidiary or (ii) any significant cost, expense, liability or obligation (including with respect of the necessity of any Applicable Guarantee Limitations and Taxes, but excluding any Opinion of Counsel delivered in connection with such amended reasonable guarantee or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as similar fee payable to the necessity Parent Guarantor or a Restricted Subsidiary of such Applicable Guarantee Limitationsthe Parent Guarantor) other than reasonable out of pocket expenses.

Future Guarantors. If, after the Issue Date, any The Company and each Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a shall cause each Subsidiary that is not an already a Subsidiary Guarantor (other than any Excluded Subsidiary or ceases to be an Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the date on which such Person became such a Subsidiary, then (i) execute and deliver to the Company willTrustee and the Collateral Agent, as soon as reasonably practicable but no later than (A) if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days shall Guarantee payment of the Securities on the same terms and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, conditions as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations those set forth in this Article 9) Indenture and a joinder to the extent the Company has delivered Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel satisfactory to the Trustee as to the authorization, execution and delivery by such Subsidiary of such Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary of this Indenture (including the Note Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall be required cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to be delivered in respect the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the necessity of any Applicable Guarantee Limitations Securities on the same terms and any conditions as those set forth in this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant satisfactory to this Section 9.06 may rely on such Officer’s Certificate the Trustee as to the necessity authorization, execution and delivery by such Subsidiary of such Applicable Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary of this Indenture (including the Note Guarantee Limitationsof such Subsidiary) and the Collateral Agency and Intercreditor Agreement.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Company will cause each Restricted Subsidiary that is not then an Excluded Issuer or a Subsidiary or ceases to be an Excluded SubsidiaryGuarantor, then that (a) Incurs any Indebtedness under any of the Company willPark Credit Agreements, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiaryany Additional Pari Passu Lien Obligations, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture any other Indebtedness incurred pursuant to Section 8.01(B4.08(d)(1) causing and/or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Issuers or any Subsidiary Guarantor under any of the Park Credit Agreements, any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary to shall become a Subsidiary Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the extent other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Notwithstanding the foregoing, the Note Guarantee by a Subsidiary Guarantor that is a Restricted Subsidiary of the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall will be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture automatically released pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.05 hereof.

Future Guarantors. If, after the Issue Date, any Wholly Owned Subsidiary (other than of the Guarantors existing on the Issue Date) becomes Company (including by acquisition any newly formed, newly acquired or creationnewly redesignated Restricted Subsidiary, but excluding any Excluded Subsidiary) a Subsidiary that is not then an Excluded Issuer or a Subsidiary or ceases to be an Excluded SubsidiaryGuarantor, then (a) Incurs any Indebtedness under the Company willPropCo Credit Agreement, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture any other Indebtedness incurred pursuant to Section 8.01(B4.08(d)(1) causing or any Capital Markets Indebtedness, or (b) Guarantees any Indebtedness of the Issuers or any Subsidiary Guarantor under the PropCo Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, then, the Issuers shall cause such Restricted Subsidiary, within 20 Business Days thereof, to execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary to shall become a Subsidiary Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the extent the Company has delivered other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable any Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and any Opinion of Counsel delivered that was not incurred in connection with with, or in contemplation of, such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsPerson becoming a Restricted Subsidiary.

Future Guarantors. If, after the Issue Datedate of this Indenture, the Company or any Subsidiary of the Company forms or acquires any Subsidiary (other than any Excluded Subsidiary), or any Subsidiary of the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary Company that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if shall cause such Subsidiary is a Specified Domestic Subsidiaryto, ten within 60 days (10or such longer period as the Required Holders may agree in their sole discretion) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that of such event: (i) execute and deliver to the Trustee and the Collateral Agent a supplemental indenture in the form attached hereto as Exhibit C pursuant to which such Subsidiary was acquired, formed shall unconditionally guarantee all of the Guaranteed Obligations on the terms set forth in this Indenture; (ii) execute and deliver all supplements or ceased to be an Excluded Subsidiaryjoinders, as applicable, cause to the applicable Collateral Documents in order to ▇▇▇▇▇ ▇ ▇▇▇▇ in the Collateral owned by such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same extent as that set forth in this Article 9Indenture and the Collateral Documents and take all actions required by the Collateral Documents to perfect such Lien; and (iii) to the extent the Company has delivered deliver to the Trustee and the Collateral Agent an Officer’s Certificate and an Opinion of Counsel, each certifying that it has such supplemental indenture and the other documents described in clause (ii) above have been advised duly authorized, executed and delivered by counsel in the applicable jurisdiction of the Guarantor as to necessity such Subsidiary and constitute a valid and legally binding and enforceable obligations of such Applicable Guarantee LimitationsSubsidiary, subject to customary exceptions. For the avoidance of doubtThereafter, no Opinion of Counsel such Subsidiary shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationsa Guarantor for all purposes.

Future Guarantors. If, after After the Issue Date, any the Issuer will cause each domestic Restricted Subsidiary (other than (i) any Excluded Subsidiary and (ii) any Restricted Subsidiary prohibited from providing a Guarantee by any agreement governing Non-Recourse Indebtedness (or the Guarantors existing terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is the borrower (or the direct parent of the borrower) under any Non-Recourse Indebtedness), any joint venture agreement or the terms of any Co-investment Vehicle or any separate account or investment program managed, operated or sponsored by an Investment Subsidiary) to execute and deliver to the Trustee a Guaranty Agreement pursuant to which such domestic Restricted Subsidiary will Guarantee payment of the Notes on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, same terms and conditions as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations those set forth in this Article 9) the Indenture. A Restricted Subsidiary required to provide a Guaranty Agreement shall execute a Guaranty Agreement in the extent form of a supplemental indenture in the Company has delivered form of Exhibit C hereto and deliver an Opinion of Counsel to the Trustee an Officer’s Certificate certifying that it to the effect such the supplemental indenture has been advised duly authorized, executed and delivered by counsel in the applicable jurisdiction of the Guarantor as to necessity such Restricted Subsidiary and constitutes a valid and binding obligation of such Applicable Guarantee LimitationsRestricted Subsidiary, enforceable against such Restricted Subsidiary in accordance with its terms (subject to customary exceptions). For the avoidance of doubt, no Opinion of Counsel shall be the Issuer may, in its sole discretion, but is not required to, cause any Excluded Subsidiary to be delivered execute and deliver to the Trustee a Guaranty Agreement. Notwithstanding anything to the contrary set forth above in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as 4.09, this Section 4.09 will be subject to the necessity of such Applicable Guarantee LimitationsSection 4.16.

Future Guarantors. If, (a) If on or after the Issue Date, any Date (1) a Wholly Owned Domestic Subsidiary (other than the Guarantors existing on the Issue Datean Immaterial Subsidiary) becomes (including by acquisition or creation) a Subsidiary that is not a Guarantor Guarantees the Credit Agreement, or (2) the Issuer or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Subsidiary (other than an Excluded Immaterial Subsidiary) and such Wholly Owned Domestic Subsidiary or ceases to be an Excluded SubsidiaryGuarantees the Credit Agreement, then then, in each case, the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Issuer shall cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Wholly Owned Domestic Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to and execute and deliver (within five Business Days of guaranteeing the contrary in this Section 9.06 Credit Agreement or otherwise in this Indenturebecoming a Wholly Owned Domestic Subsidiary, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9as the case may be) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel a supplemental indenture substantially in the applicable jurisdiction form of Exhibit C hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, interest and Additional Interest, if any, in respect of the necessity of Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer shall not permit any Applicable Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee Limitations the Credit Agreement unless such Wholly Owned Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and any Opinion of Counsel delivered in connection with such amended or delivers to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on a senior basis and all other obligations under this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Indenture. (c) Each Guarantee Limitations.shall be released in accordance with Article X.

Future Guarantors. If, after (a) The Issuer shall cause each Restricted Subsidiary that Guarantees any Indebtedness of the Issue Date, Issuer or any Subsidiary (other than of the Guarantors existing (excluding a Guarantee of Indebtedness of a Non-Guarantor Restricted Subsidiary issued by a Non-Guarantor Restricted Subsidiary) to execute and deliver to the Trustee a Supplemental Indenture pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Issue DateNotes on a senior or pari passu basis and all other obligations under this Indenture. (b) becomes Notwithstanding Section 4.11(a), in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of (including by acquisition or creation1) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiaryeach Credit Agreement and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries, then the Company will, as soon as reasonably practicable but no later than (A) if Guarantee of such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days Guarantor shall be automatically and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date unconditionally released or discharged; provided that such Restricted Subsidiary was acquired, formed has not incurred any Indebtedness or ceased to be an Excluded Subsidiary, issued any Preferred Stock in reliance on its status as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under Section 4.03 unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries under Section 4.03(b). (c) Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantee shall be released in accordance with Article Ten of this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.

Future Guarantors. If, (a) If on or after the Issue Date, any Date (1) a Domestic Subsidiary (other than the Guarantors existing on the Issue Datean Immaterial Subsidiary) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary a Guarantor Guarantees the Credit Agreement, or ceases to be an Excluded Subsidiary, then (2) the Company willor any of its Restricted Subsidiaries acquires or creates a Domestic Subsidiary (other than an Immaterial Subsidiary) and such Domestic Subsidiary Guarantees the Credit Agreement, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiarythen, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiaryin each case, twenty (20) Business Days after the date that such Subsidiary was acquiredCompany shall, formed or ceased subject to be an Excluded Subsidiary, as applicableapplicable Gaming Laws, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Domestic Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to and execute and deliver (within five Business Days of guaranteeing the contrary in this Section 9.06 Credit Agreement or otherwise in this Indenturebecoming a Domestic Subsidiary, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9as the case may be) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel and Agent a supplemental indenture substantially in the applicable jurisdiction form of Exhibit B hereto, pursuant to which such Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, interest and Additional Interest, in respect of the necessity of Notes on a senior basis and all other obligations under this Indenture. (b) The Company shall not permit any Applicable Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee Limitations the Credit Agreement unless such Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and any Opinion of Counsel delivered in connection with such amended or delivers to the Trustee and Agent a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Domestic Subsidiary shall, subject to applicable Gaming Laws, unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on a senior basis and all other obligations under this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Indenture. (c) Each Guarantee Limitations.shall be released in accordance with Article X.

Future Guarantors. IfEach Restricted Subsidiary of the Company organized under the laws of the United States, any political subdivision thereof, any state thereof or the District of Columbia that is required to Guarantee the Notes (and thereby become a Guarantor) after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture Date pursuant to Section 8.01(B4.17 shall promptly (i) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything execute and deliver to the contrary Trustee a supplemental indenture, in this Section 9.06 or otherwise in this Indenturesubstantially the form attached hereto as Exhibit D, any amended or supplemental indenture entered into pursuant to this Section 9.06 which such Restricted Subsidiary shall include any Applicable Guarantee Limitations (in addition to applicable limitations unconditionally Guarantee, on a senior secured basis, all of the Company’s Obligations under the Notes upon the terms set forth in this Article 9Indenture and (ii) execute and deliver to the extent Collateral Agent a joinder agreement to each of the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes, and take all actions required by the Security Documents to cause the Note Liens created thereunder to be duly perfected in accordance with applicable law, including the execution and delivery of other applicable Security Documents and the filing of financing statements in the jurisdictions of incorporation or formation of such Guarantor and where such Guarantor’s assets are located. Concurrently with the execution and delivery of such supplemental indenture, the Company has delivered shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate certifying (upon which the Trustee shall be entitled to conclusively and exclusively rely) to the effect that it such supplemental indenture has been advised duly authorized, executed and delivered by counsel in the applicable jurisdiction of the such Guarantor as to necessity and that such supplemental indenture is a legally valid and binding obligation of such Applicable Guarantee Limitations. For Guarantor, enforceable against such Guarantor in accordance with its terms and/or to such other matters as the avoidance of doubtTrustee may reasonably request (subject to customary exceptions, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations assumptions and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationsqualifications).

Future Guarantors. If(a) The Company will cause each Restricted Subsidiary that guarantees any Indebtedness of the Company or any of its Guarantors (excluding a guarantee of Indebtedness of a Non-Guarantor Restricted Subsidiary issued by a Non-Guarantor Restricted Subsidiary) to execute and deliver to the Trustee a Guarantee pursuant to which such Restricted Subsidiary will unconditionally guarantee, after on a joint and several basis, the Issue Datefull and prompt payment of the principal of, premium, if any Subsidiary (other than the Guarantors existing and interest on the Issue Date) becomes (including by acquisition or creation) Notes on a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days senior basis and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor all other obligations under this Indenture. Notwithstanding anything the foregoing, in the event any Guarantor is released and discharged in full from all of its obligations under guarantees of (1) each Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, then the Guarantee of such Guarantor shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its status as a Guarantor under Section 4.09 hereof unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to the contrary in this Restricted Subsidiaries under Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into 4.09(b) hereof. (b) Each Guarantee issued pursuant to this Section 9.06 4.17(a) hereof will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each such Guarantee shall include any Applicable Guarantee Limitations (be released in addition to applicable limitations set forth in this Article 9) to accordance with the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction provisions of the Guarantor as to necessity Section 10.05 hereof. The form of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate is attached as to the necessity of such Applicable Guarantee LimitationsExhibit E hereto.

Future Guarantors. IfSubject to the requirements to provide certain guarantees within the 60 Day Post-Closing Period, if Holdings acquires or creates any Restricted Subsidiary after the Issue DateDate (unless such Subsidiary is (i) a Foreign Subsidiary that is not a guarantor under the Credit Agreement nor any capital markets debt of an Issuer or Note Guarantor, (ii) a Receivables Subsidiary, (iii) an entity that would trigger a Rule 3-10 Limitation as reasonably determined by Holdings, or (iv) already a Note Guarantor) that guarantees any Indebtedness of Holdings, the Issuers or any other Note Guarantor, Holdings shall cause such Subsidiary, within 20 Business Days of the date that such Indebtedness has been guaranteed, (a) to execute and deliver to the Trustee a supplemental indenture pursuant to which such Subsidiary will become a Note Guarantor under this Indenture and (b) (i) with respect to any Subsidiary (other than a Foreign Subsidiary), to become a party to the Guarantors existing on the Issue DateSecurity Agreement and (ii) becomes (including by acquisition or creation) with respect to a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Foreign Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary any Credit Agreement is a Specified Domestic Subsidiarythen outstanding, ten within the later of (101) 20 Business Days after entering into such supplemental indenture or (2) the time at which such Foreign Subsidiary becomes a party to the collateral documents relating to the Credit Agreement and (B) if no Credit Agreement is then outstanding, within 60 days after entering into such Subsidiary is supplemental indenture become a Foreign Subsidiaryparty to any existing Collateral Documents or additional Collateral Documents as may be appropriate (in the reasonable determination of the Credit Agreement Collateral Agent, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased determination not to be inconsistent with the determination made under the Credit Agreement, if any, or if there is no Credit Agreement Collateral Agent, in the reasonable determination of the Issuers) in the relevant jurisdiction and to execute and file all documents and instruments necessary to grant to the Collateral Agent a perfected lien on and security interest (or an Excluded Subsidiary, as applicable, cause equivalent requirement) in the Collateral of such Subsidiary to execute an amended the extent practical and applicable (and, to the extent relevant, consistent with the Collateral Documents executed on the Issue Date or supplemental indenture pursuant to Section 8.01(B10.08 hereof) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable relevant jurisdiction in the reasonable determination of the Guarantor as to necessity Credit Agreement Collateral Agent, if any, or if there is no Credit Agreement Collateral Agent, in the reasonable determination of the Issuers, such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required determination not to be delivered inconsistent with the determination made under the Credit Agreement, if any, or if there is no Credit Agreement Collateral Agent, in respect the reasonable determination of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsIssuers).

Future Guarantors. If(a) The Company shall cause each Subsidiary of the Company that is required to guarantee any series of the Subsidiary Guarantee Triggering Notes, after within 90 days of the Issue Datedate on which the Company becomes required to deliver a guarantee of any series of Subsidiary Guarantee Triggering Notes pursuant to the applicable indenture governing such Subsidiary Guarantee Triggering Notes, to execute and deliver to the Trustee a supplemental indenture to the Indenture in substantially the same form as Exhibit B hereto and with such other terms as shall be substantially consistent with any guarantee by such Guarantor of the Subsidiary Guarantee Triggering Notes. (b) The Guarantee of a Guarantor will be automatically released: (1) upon the sale or other than the Guarantors existing on the Issue Date) becomes disposition (including by acquisition way of consolidation or creationmerger) of a Guarantor; (2) upon the sale or disposition of all or substantially all the assets of a Guarantor; (3) at such time as such Guarantor is no longer a guarantor of any series of Subsidiary Guarantee Triggering Notes; (4) upon the defeasance of the Notes, as provided under Article 9; or (5) as described under Article 8, in the case of clause (1) or (2), other than to the Company or a Subsidiary that of the Company and as permitted by this Indenture. (c) If the Guarantee of any Guarantor is not an Excluded Subsidiary or ceases deemed to be an Excluded Subsidiaryreleased or is automatically released, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered deliver to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in stating the applicable jurisdiction identity of the Guarantor as released Guarantor, the basis for release in reasonable detail, and that such release complies with this Indenture. At the written request of the Company, and upon delivery to necessity the Trustee of an Officer’s Certificate and an Opinion of Counsel, which may be subject to customary exceptions and qualifications, each stating that all conditions provided for in this Indenture to the release of such Applicable Guarantee Limitations. For Guarantor have been complied with, the avoidance of doubtTrustee shall execute and deliver any documents reasonably required in order to evidence such release, no Opinion of Counsel shall be required to be delivered discharge and termination in respect of the necessity of applicable Guarantee (it being understood that the failure to obtain any Applicable Guarantee Limitations and such instrument shall not impair any Opinion of Counsel delivered in connection with such amended or supplemental indenture automatic release pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations4.05(b)).

Future Guarantors. If(a) Upon the consummation of the Acquisition, after the Issue DateIssuer shall cause the SD Guarantor to (i) execute and deliver to the Trustee a supplemental indenture, any Subsidiary (other than pursuant to which the Guarantors existing SD Guarantor shall Guarantee payment of the Notes on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, same terms and conditions as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise those set forth in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations and (in addition to applicable limitations set forth in this Article 9ii) to the extent the Company has delivered deliver to the Trustee an Officer’s Certificate certifying Opinion of Counsel (which may contain customary exceptions) that it such supplemental indenture complies with the requirements of this Section 4.11 and has been advised duly authorized, executed and delivered by counsel in the applicable jurisdiction SD Guarantor and constitutes a legal, valid, binding and enforceable obligation of the SD Guarantor. (b) The Issuer shall not cause or permit (a) any of its Wholly Owned Subsidiaries to Guarantee any Credit Facility Indebtedness or capital markets debt securities of the Issuer or any Guarantor as or (b) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a CFC Holdco) to necessity of such Applicable Guarantee Limitations. For Incur (other than any Guarantee) Credit Facility Indebtedness or capital markets debt securities (for the avoidance of doubt, no other than the Convertible Notes), in each case, unless such Subsidiary is a Guarantor or within 30 days thereof executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Restricted Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Restricted Subsidiary shall not be required to be delivered comply with the 30-day period described in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations4.11.

Future Guarantors. If, (a) If the Company organizes or acquires any Domestic Restricted Subsidiary after the Issue DateDate (each a "New Domestic Restricted Subsidiary") that, any Subsidiary (other than after giving pro forma effect to the Guarantors existing on the Issue Date) becomes (including by acquisition or creationorganization of such New Domestic Restricted Subsidiary or Subsidiaries (if applicable), together with each other New Domestic Restricted Subsidiary of the Company, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of the total consolidated assets, as of the end of the most recently completed fiscal quarter for which financial statements are available, or total Consolidated EBITDA, for the most recent preceding 4 fiscal quarters for which financial statements are available, of the Company and its Restricted Subsidiaries, the Company shall: (i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which each such New Domestic Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Securities and this Indenture; (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such New Domestic Restricted Subsidiary; and (iii) cause each New Domestic Restricted Subsidiary to promptly execute and deliver to the Trustee a Subsidiary that is not an Excluded Guarantee. (b) Following the execution and delivery of a Subsidiary or ceases to be an Excluded Subsidiary, then Guarantee by any New Domestic Restricted Subsidiary of the Company willpursuant to clause (a) of this Section 4.21, as soon as reasonably practicable but no later than the Company and each New Domestic Restricted Subsidiary subsequently acquired or organized by the Company shall comply with clauses (Ai)-(iii) if such Subsidiary is of Section 4.21(a) above. (c) After the execution of a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to clause (a) or (b) of this Section 8.01(B) causing 4.21, each such New Domestic Restricted Subsidiary to become party thereto shall be a Guarantor under for all purposes of this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.

Future Guarantors. If, after If any Restricted Subsidiary of the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary Company that is not an Excluded Subsidiary a Guarantor (the “New Guarantor”) (i) Guarantees, assumes or ceases in any other manner becomes liable with respect to be an Excluded SubsidiaryIndebtedness of the Company or any Guarantor (the “Other Indebtedness”) or (ii) acquires, owns or otherwise holds a direct ownership interest in any assets that constitute Collateral (a “Collateral Event”), then the Company willshall and shall cause the New Guarantor to, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, within ten (10) Business Days of the date of the New Guarantor’s Guarantee or assumption of the Other Indebtedness or occurrence of a Collateral Event, execute and deliver to the Trustee and the Collateral Agent a supplemental indenture substantially in the form of Exhibit D attached hereto pursuant to which the New Guarantor shall become a Guarantor and Guarantee the obligations of the Company under this Indenture and the Notes (i) in the case of a New Guarantor that holds direct ownership interests in assets that constitute Collateral, on a senior secured basis and (Bii) if in the case of a New Guarantor that does not hold direct ownership interests in assets that constitute Collateral, on a senior unsecured basis, and take such Subsidiary is a Foreign Subsidiaryaction (or agree to take such action, twenty (20subject to the time period for granting Liens on additional Collateral in accordance with Article 11 hereof) Business Days after the date as may be reasonably necessary to cause any property or assets that constitute Collateral owned by such Subsidiary was acquired, formed or ceased New Guarantor to be an Excluded Subsidiarysubject to Notes Liens in the manner and to the extent required under the Security Documents. If a New Guarantor does not own or otherwise hold a direct ownership interest in any Collateral, upon the release, termination or satisfaction of the New Guarantor’s Guarantee or assumption of all Other Indebtedness (other than a release, termination or satisfaction as applicablea result of payment under such Guarantee), cause the New Guarantor’s Subsidiary Guarantee shall automatically be released and terminated. Upon request of the New Guarantor, the Trustee shall provide written evidence of such release and termination. The Subsidiary Guarantee of any Guarantor that is not a New Guarantor shall be released and terminated upon written notice from the Company to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing the Trustee if, at the time of such notice, such Restricted Subsidiary would have no obligation to become a Guarantor under this Indenturecovenant. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable The Subsidiary Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered Guarantor will also be released in connection other circumstances in accordance with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsArticle 12 hereof.

Future Guarantors. If(a) The Issuer shall cause each Restricted Subsidiary which Guarantees obligations of the Issuer or another guarantor under, after the Issue Dateor is a borrower or obligor under, any Subsidiary Credit Facility (other than Designated SPE Debt), syndicated loan facility, capital markets debt or similar Indebtedness (collectively, “Guarantor Obligation Debt”) to execute and deliver to the Guarantors existing on Trustee a supplemental indenture to this Indenture substantially in the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days form of Exhibit B attached hereto within 30 days after the date that giving of such Subsidiary was acquiredGuarantee of, formed or ceased to be an Excluded Subsidiarybecoming a borrower or obligor under, as applicable, cause such Subsidiary to execute an amended or supplemental indenture Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the customary release provisions described in Section 8.01(B4.16(b)) causing such Subsidiary to become Guarantee, on a Guarantor joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. Notwithstanding anything to the contrary foregoing, if a Subsidiary Guarantor is released and discharged in this Section 9.06 full from its Guarantee of or otherwise in this Indentureobligations under such Guarantor Obligation Debt (and is not then a guarantor of, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying obligor or borrower under, other Guarantor Obligation Debt such that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall would be required to provide a Note Guarantee under this Section 4.16(a)), then the Note Guarantee of such Subsidiary Guarantor shall be delivered in respect of the necessity automatically and unconditionally released and discharged. (b) The Note Guarantee of any Applicable Guarantee Limitations and Subsidiary Guarantor shall be released in accordance with the provisions of Section 10.06(a). (c) The Issuer at any Opinion of Counsel delivered in connection with such amended or time at its sole option may cause any Non-Guarantor to become a Subsidiary Guarantor by executing a supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsIndenture.

Future Guarantors. If, after The Parent and the Issue Date, any Company shall cause each Person that becomes a Domestic Restricted Subsidiary (other than a Securitization Subsidiary) following the Guarantors Issue Date to execute and deliver to the Trustee a Guarantee at the time such Person becomes a Domestic Restricted Subsidiary. In addition, the Parent and the Company will cause each of its respective existing non-Guarantor Subsidiaries and each of its respective Foreign Restricted Subsidiaries created or acquired after the Issue Date which has guaranteed or which guarantees any Debt of the Parent or any of its Domestic Restricted Subsidiaries, to execute and deliver to the Trustee a Guarantee pursuant to which such non-Guarantor Subsidiary or Foreign Restricted Subsidiary will guarantee payment of the Company's obligations under the Notes on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, same terms and conditions as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) the guarantee of such other Debt of the Parent or any Domestic Restricted Subsidiary given by such non-Guarantor Subsidiary or Foreign Restricted Subsidiary; PROVIDED that if such Debt is by its express terms subordinated in right of payment to the extent the Company has delivered Notes, any such guarantee of such non-Guarantor Subsidiary or Foreign Restricted Subsidiary with respect to such Debt will be subordinated in right of payment to such non-Guarantor Subsidiary's or Foreign Restricted Subsidiary's Guarantee with respect to the Trustee an Officer’s Certificate certifying Notes substantially to the same extent as such Debt is subordinated to the Notes; PROVIDED, FURTHER, HOWEVER, that any such Guarantee shall also provide by its terms that it has been advised by counsel in will be automatically and unconditionally released upon the applicable jurisdiction of the Guarantor as to necessity release or discharge of such Applicable Guarantee Limitations. For the avoidance guarantee of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity payment of such Applicable Guarantee Limitationsother Debt (except a discharge by or as a result of payment under such guarantee).

Future Guarantors. If, (a) If the Company organizes or acquires any Domestic Restricted Subsidiary after the Issue DateDate (each a “New Domestic Restricted Subsidiary”) that, any Subsidiary (other than after giving pro forma effect to the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded organization of such New Domestic Restricted Subsidiary or ceases to be an Excluded SubsidiarySubsidiaries (if applicable), then together with each other New Domestic Restricted Subsidiary of the Company willthat has not theretofore become a Guarantor, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of the total consolidated assets, as soon as of the end of the most recently completed fiscal quarter for which financial statements are internally available, or total Consolidated EBITDA, for the most recent preceding four fiscal quarters for which financial statements are internally available, of the Company and its Restricted Subsidiaries, the Company shall: (i) execute and deliver to the Trustee a supplemental indenture in form reasonably practicable but no later than satisfactory to the Trustee pursuant to which each such New Domestic Restricted Subsidiary shall unconditionally guarantee on an unsecured senior basis all of the Issuers’ obligations under the Securities and this Indenture; (Aii) if deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary is and constitutes a Specified legal, valid, binding and enforceable obligation of such New Domestic Restricted Subsidiary, ten (10) Business Days ; and (Biii) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such each New Domestic Restricted Subsidiary to promptly execute an amended or and deliver to the Trustee a Guarantee. (b) After the execution of a supplemental indenture pursuant to clause (a) of this Section 8.01(B) causing 4.18, each such New Domestic Restricted Subsidiary to become party thereto shall be a Guarantor under for all purposes of this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.

Future Guarantors. If, after (a) After the Issue Date, the Company will cause each Restricted Subsidiary other than a Foreign Subsidiary that does not Guarantee any Indebtedness of the Company or any Restricted Subsidiary created, designated or acquired by the Company or one or more of its Restricted Subsidiaries, to execute and deliver to the Trustee a Subsidiary Guarantee, in the form of a supplemental indenture substantially in the form of Exhibit C hereto, pursuant to which such Subsidiary will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any and interest on the Securities on a senior secured basis and all other obligations of the Company hereunder. In addition, the Company will cause such Restricted Subsidiary to become a party to the applicable Collateral Documents and the Intercreditor Agreement and take such actions necessary or advisable to grant to the Collateral Agent, for the benefit of itself and the Holders of the Securities, a perfected security interest in any Collateral held by such Restricted Subsidiary, subject to Permitted Liens. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Working Capital Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantee shall be released in accordance with Article X. (b) After the Issue Date, in the event that Holdings Guarantees any Indebtedness of the Company or any Restricted Subsidiary (other than the Guarantors existing Company’s 9¾% Senior Secured Notes due 2010) or grants a Lien on any of its property or assets (other than Liens of the type described in clauses (2) through (19) of the definition of “Permitted Liens”), the Company will cause Holdings to execute and deliver to the Trustee a Guarantee pursuant to which Holdings will unconditionally Guarantee, on a joint and several basis with the Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any and interest on the Issue Date) becomes (Securities on a senior secured basis. Any such Guarantee of Holdings will be secured by a Lien on all the property and assets of Holdings, including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then all of the Capital Stock of the Company willowned by Holdings, as soon as reasonably practicable but no later than (A) if and all such Subsidiary is property and assets shall become First Priority Collateral, with a Specified Domestic SubsidiaryLien ranking senior to any other Lien on such property and assets, ten (10) Business Days and (B) if subject to Permitted Liens. In such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after an event the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Company will cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary Holdings to become a Guarantor under this Indenture. Notwithstanding anything party to the contrary applicable Collateral Documents and the Intercreditor Agreement and take such actions necessary or advisable to grant to the Collateral Agent, for its benefit and the benefit of the Holders of the Securities, a perfected security interest in this Section 9.06 or otherwise any Collateral held by Holdings. In the event that Holdings is released and discharged in this Indenturefull from all of its obligations under its Guarantees of any other Indebtedness and all other Liens on its property and assets (other than Liens of the type described in clauses (2) through (19) of the definition of “Permitted Liens”) are released and discharged in full, then Holdings will be released from its obligations under any amended or supplemental indenture Guarantee entered into pursuant to the preceding paragraph, this Section 9.06 shall include any Applicable Guarantee Limitations (in addition Indenture, the Registration Rights, the Collateral Documents to applicable limitations set forth in this Article 9) to which it is a party and the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsIntercreditor Agreement.

Future Guarantors. If, after the Issue Date, (a) any Restricted Subsidiary (other than of the Guarantors existing on the Issue Date) becomes Lux Co-Issuer (including by acquisition any newly formed, newly acquired or creationnewly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, any CFC, any CFC Holdco, any direct or indirect Subsidiary of a CFC and the U.S. Co-Issuer) a Subsidiary that is not then an Excluded Issuer or a Guarantor guarantees or borrows or issues any Indebtedness under the Senior Credit Agreement or guarantees any capital markets Indebtedness of the Lux Co-Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $100 million (“Certain Capital Markets Debt”) or (b) the Lux Co-Issuer otherwise elects to have any Restricted Subsidiary or ceases to be an Excluded Subsidiaryof the Lux Co-Issuer become a Guarantor, then then, in each such case, the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Lux Co-Issuer shall cause such Restricted Subsidiary to execute an amended or and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(B) causing which such Restricted Subsidiary to shall become a Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the extent other Guarantors; provided that, in the Company has case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee an Officer’s Certificate certifying within 20 Business Days of the date that it such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt has been advised guaranteed, co-borrowed or co-issued by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Restricted Subsidiary. Each Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered released in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this accordance Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.2(b).

Future Guarantors. IfThe Company shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the Senior Credit Facilities or Capital Markets Indebtedness of the Company or ▇▇▇▇▇ or any Guarantor), after other than a Guarantor or an Excluded Subsidiary, to guarantee the Issue Datepayment of (i) any Indebtedness of the Company or any Guarantor under the Credit Facilities incurred under clause (i) of Section 4.03(b) or (ii) any Capital Markets Indebtedness of the Company or ▇▇▇▇▇ or any Guarantor having an aggregate principal amount outstanding in excess of $50.0 million, unless: (1) such Restricted Subsidiary within 30 days executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by such Restricted Subsidiary, except with respect to a Guarantee of Indebtedness of the Company or any Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such Guarantee substantially to the same extend as such Indebtedness is subordinated to the Notes; and (2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other than applicable rights against the Guarantors existing on Company or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.11 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the Issue Date) becomes (including by acquisition time such Person became a Restricted Subsidiary and was not incurred in connection with, or creation) in contemplation of, such Person becoming a Restricted Subsidiary. The Company may elect, in its sole discretion, to cause any Subsidiary that is not an Excluded Subsidiary or ceases otherwise required to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary Guarantor to become a Guarantor under this Indenture. Notwithstanding anything to the contrary Guarantor, in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of which case such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall Subsidiary will not be required to comply with clause (1) or (2) above and such Guarantee may be delivered released at any time in respect the Company’s sole discretion. Notwithstanding the foregoing, each such Guarantee may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of the necessity of any Applicable creditors generally) or other considerations under applicable law. Each Guarantee Limitations and any Opinion of Counsel delivered shall be released in connection accordance with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.03.

Future Guarantors. IfParent shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries (and domestic non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the North American Revolving Credit FacilityGlobal Revolver or Capital Markets Indebtedness of the Issuer or any Guarantor), after the Issue Date, any Subsidiary (other than the Guarantors existing on Issuer, a Guarantor or an Excluded Subsidiary, to guarantee the Issue Datepayment of (i) becomes any Indebtedness of the Issuer or any Guarantor under the Credit Facilities incurred under clause (including i) of Section 4.03(b) or (ii) any Capital Markets Indebtedness of the Issuer or any Guarantor having an aggregate principal amount outstanding in excess of $50.0 million, unless: (i) such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by acquisition such Restricted Subsidiary, except with respect to a Guaranteeguarantee of Indebtedness of the Issuer or creationany Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such Guaranteeguarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee and (ii) executes and delivers a supplement or joinder to the Security Documents or new Security Documents and takes all actions required thereunder to perfect the Liens created thereunder; and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against Parent or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.11 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Parent may elect, in its sole discretion, to cause any Subsidiary that is not an Excluded Subsidiary or ceases otherwise required to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary Guarantor to become a Guarantor under this Indenture. Notwithstanding anything to the contrary Guarantor, in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of which case such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall Subsidiary will not be required to comply with clause (i) ▇▇▇▇▇ (ii) above and such Guarantee may be delivered released at any time in respect Parent’s sole discretion. Notwithstanding the foregoing, each such Guarantee may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of the necessity of any Applicable creditors generally) or other considerations under applicable law. Each Guarantee Limitations and any Opinion of Counsel delivered shall be released in connection accordance with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.03.

Future Guarantors. If, (a) On or after the Issue Date, the Company will cause each Wholly Owned Domestic Subsidiary that is a Restricted Subsidiary, other than (i) an Excluded Restricted Subsidiary, (ii) an Immaterial Subsidiary or (iii) a Consolidated Managed Fund, Financing Subsidiary or Securitization Entity, that Guarantees any loan facilities or debt securities of the Company or any other Guarantor, in each case, within 30 days of entering into such Guarantee of such loan facilities or debt securities, to execute and deliver a supplemental indenture providing for a senior Note Guarantee by such Restricted Subsidiary to the Trustee and deliver an Opinion of Counsel reasonably satisfactory to the Trustee; provided that this Section 3.7(a) shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not Incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. (b) The Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary shall only be required to comply with the 30-day period described in this Section 3.7. (c) Any Note Guarantee will be limited to the maximum amount that would not render the Guarantor’s obligations subject to avoidance under applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any comparable provision of foreign or state law to comply with corporate benefit, financial assistance and other laws. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee. (d) The Note Guarantee of a Guarantor will terminate upon: (1) a sale or other disposition (including by way of consolidation or merger) of the Capital Stock of such Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (other than to the Company or a Restricted Subsidiary) otherwise permitted by this Indenture; (2) the designation in accordance with this Indenture of the Guarantor as an Unrestricted Subsidiary or the occurrence of any event after which the Guarantor is no longer a Restricted Subsidiary; (3) defeasance or discharge of the Notes, as provided in Article VIII and XI; (4) such Guarantor becoming or being an Immaterial Subsidiary; or (5) in the case of any Restricted Subsidiary which after the Issue Date is required to Guarantee the Notes pursuant to this covenant, upon the release or discharge in full from its Guarantee of such Indebtedness which resulted in such Restricted Subsidiary’s obligation to Guarantee the Notes. (e) Claims of creditors of Non-Guarantor Subsidiaries, including trade creditors, secured creditors and creditors holding debt and guarantees issued by those Subsidiaries, and claims of preferred and minority stockholders (if any) of those Subsidiaries and claims against Joint Ventures generally will have priority with respect to the assets and earnings of those Subsidiaries and Joint Ventures over the claims of creditors of the Company, including Holders of the Notes. The Notes and each Note Guarantee will be structurally subordinated to creditors (including trade creditors) and preferred and minority stockholders (if any) of Subsidiaries of the Company (other than the Guarantors existing on the Issue DateGuarantors) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiaryand Joint Ventures. Initially, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction none of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such OfficerCompany’s Certificate as to the necessity of such Applicable Guarantee LimitationsRestricted Subsidiaries will provide a Note Guarantee.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition The Issuer shall cause each newly formed or creation) a acquired Wholly-owned Restricted Subsidiary that is not an Excluded a Domestic Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if unless such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Receivables Subsidiary is or a Foreign Subsidiary, twenty ) to (20) within 20 Business Days after the date that on which such Restricted Subsidiary is formed or acquired) execute and deliver to the Trustee and the Collateral Agent a supplemental indenture, the form of which is attached as Exhibit D hereto, pursuant to which such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to will guarantee payment of the Notes and become a Guarantor under this Indenture. Notwithstanding anything Article X hereof, and joinders to the contrary Security Documents or new Security Documents and execute, deliver and file all documents and instruments necessary to grant to the Collateral Agent a perfected security interest in this Section 9.06 the Collateral of such Wholly-owned Restricted Subsidiary. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or otherwise in this Indenture, any amended fraudulent transfer or similar laws affecting the rights of creditors generally. Concurrently with the execution and delivery of such supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) and new Security Documents or joinders to the extent Security Documents, the Company has delivered Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate certifying to the effect that it has such supplemental indenture and new Security Documents or joinders to the Security Documents have been advised duly authorized, executed and delivered by counsel such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the applicable jurisdiction of the Guarantor as to necessity Guarantee of such Applicable Guarantee Limitations. For the avoidance of doubtSubsidiary is a legal, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations valid and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity binding obligation of such Applicable Guarantee LimitationsSubsidiary, enforceable against such Subsidiary in accordance with its terms and to such other matters as the Trustee may reasonably request.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then If the Company will, as soon as reasonably practicable but no later than (A) if such or any of the Restricted Entities acquires or creates another domestic Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date of this Indenture, then that such newly acquired or created domestic Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to shall become a Guarantor and execute a supplemental indenture and supplemental Security Documents within 10 Business Days of the date on which it was acquired or created and comply at such time with all provisions of the Security Documents; provided that all Subsidiaries that are Immaterial Subsidiaries or that have properly been designated as Unrestricted Entities under this IndentureIndenture shall not become Guarantors for so long as they continue to constitute Immaterial Subsidiaries or Unrestricted Entities, as the case may be. Notwithstanding anything The following additional requirements shall apply: (1) the Company and the new Guarantor shall cause to be filed such amendments or other instruments, if any, and recorded in such jurisdictions as may be required by applicable law to preserve and protect the Lien of the Security Documents on the Collateral owned by or transferred to such new Guarantor, together with such financing statements as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement under the Uniform Commercial Code of the relevant states; (2) any Collateral owned by or transferred to the contrary in new Guarantor shall: (a) continue to constitute Collateral under this Section 9.06 or otherwise in Indenture and the Security Documents; and (b) not be subject to any Lien other than Liens permitted by this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations Indenture and the Security Documents; and (in addition to applicable limitations set forth in this Article 93) to the extent the Company has shall have delivered to the Trustee an Officer’s Certificate certifying and an Opinion of Counsel, each stating that it has been advised by counsel in such supplemental Indenture and Security Documents comply with the applicable jurisdiction provisions of the Guarantor as this Indenture, that all conditions precedent in this Indenture relating to necessity of such Applicable Guarantee Limitations. For the avoidance of doubttransaction have been satisfied and that such supplemental Indenture and Security Documents are enforceable, no Opinion of Counsel shall be required subject to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationscustomary qualifications.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Issuer will cause each Restricted Subsidiary that is not then an Excluded Issuer or a Subsidiary or ceases to be an Excluded SubsidiaryGuarantor that (a) Incurs any Indebtedness under any of the Existing Credit Agreements, then the Company willany Additional Pari Passu Obligations, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture any other Indebtedness Incurred pursuant to Section 8.01(B4.08(d)(1) causing or (b) Guarantees any Indebtedness of the Issuer or any Subsidiary Guarantor under any of the Existing Credit Agreements, any Additional Pari Passu Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuer or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary to shall become a Subsidiary Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.17 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or to any Guarantee by any Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor outstanding as of the Issue Date or any Refinancing thereof to the extent required by the Company has delivered to terms of such Indebtedness. Notwithstanding the Trustee an Officer’s Certificate certifying foregoing, the Note Guarantee by a Subsidiary Guarantor that it has been advised by counsel in the applicable jurisdiction is a Restricted Subsidiary of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall Issuer will be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture automatically released pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.05 hereof.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Issuer will cause each Restricted Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company willIssuer or a Subsidiary Guarantor that (a) Incurs any Indebtedness under the XHR Credit Agreement, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture any other Indebtedness Incurred pursuant to Section 8.01(B4.08(d)(1) causing and/or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Issuer or any Subsidiary Guarantor under the XHR Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuer or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E hereto pursuant to which such Restricted Subsidiary to shall become a Subsidiary Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.17 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or to any Guarantee by any Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor outstanding as of the Issue Date or any Refinancing thereof to the extent required by the Company has delivered to terms of such Indebtedness. Notwithstanding the Trustee an Officer’s Certificate certifying foregoing, the Note Guarantee by a Subsidiary Guarantor that it has been advised by counsel in the applicable jurisdiction is a Restricted Subsidiary of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall Issuer will be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture automatically released pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.05 hereof.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Issuer will cause each Restricted Subsidiary that is not an Excluded Subsidiary and that guarantees or ceases becomes an Issuer under the Term Loan Credit Agreement or any other Parity Lien Indebtedness to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto within 20 Business Days of the date of providing such guarantee under the Term Loan Credit Agreement pursuant to which such Restricted Subsidiary will guarantee payment of the Notes and the other Obligations under the Notes Documents. Each Guarantee by a Restricted Subsidiary will be limited to an Excluded amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, then voidable under applicable Law relating to fraudulent conveyance, fraudulent transfer, preference, transfer at undervalue or similar Laws affecting the Company willrights of creditors generally. Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments and financing statements (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as soon as reasonably practicable applicable (but no later than greater scope))) as may be necessary to vest in the Collateral Agent a perfected first-priority security interest (Asubject to Permitted Liens) if such Subsidiary is in properties and assets that constitute Fixed Asset Collateral and a Specified Domestic Subsidiaryperfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Current Asset Collateral, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiaryin either case, as applicable, cause security for such Subsidiary Guarantor’s Guarantee and as may be necessary to execute an amended have such property or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything asset added to the contrary in this Section 9.06 or otherwise in Collateral as required under the Security Documents and this Indenture, any amended or supplemental indenture entered into pursuant to and thereupon all provisions of this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) Indenture relating to the extent the Company has delivered Collateral shall be deemed to relate to such properties and assets to the Trustee an Officersame extent and with the same force and effect. Each Guarantor’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered released in respect accordance with the provisions of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations12.02.

Future Guarantors. If, (a) If the Company organizes or acquires any Domestic Restricted Subsidiary after the Issue DateDate (each a "New Domestic Restricted Subsidiary") ---------------------------------- that, any Subsidiary (other than after giving pro forma effect to the Guarantors existing on the Issue Date) becomes (including by acquisition or creationorganization of such New Domestic Restricted Subsidiary or Subsidiaries (if applicable), together with each other New Domestic Restricted Subsidiary of the Company, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of the total consolidated assets, as of the end of the most recently completed fiscal quarter for which financial statements are available, or total Consolidated EBITDA, for the most recent preceding 4 fiscal quarters for which financial statements are available, of the Company and its Restricted Subsidiaries, the Company shall: (i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which each such New Domestic Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Securities and this Indenture; (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such New Domestic Restricted Subsidiary; and (iii) cause each New Domestic Restricted Subsidiary to promptly execute and deliver to the Trustee a Subsidiary that is not an Excluded Guarantee. (b) Following the execution and delivery of a Subsidiary or ceases to be an Excluded Subsidiary, then Guarantee by any New Domestic Restricted Subsidiary of the Company willpursuant to clause (a) of this Section 4.21, as soon as reasonably practicable but no later than the Company and each New Domestic Restricted Subsidiary subsequently acquired or organized by the Company shall comply with clauses (Ai)- (iii) if such Subsidiary is of Section 4.21(a) above. (c) After the execution of a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to clause (a) or (b) of this Section 8.01(B) causing 4.21, each such New Domestic Restricted Subsidiary to become party thereto shall be a Guarantor under for all purposes of this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.

Future Guarantors. If, (a) If on or after the Issue Date, any Date (1) a Wholly Owned Domestic Subsidiary (other than the Guarantors existing on the Issue Datean Immaterial Subsidiary) becomes (including by acquisition or creation) a Subsidiary that is not a Guarantor Guarantees the Credit Agreement, or (2) the Issuers or any of their Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Subsidiary (other than an Excluded Immaterial Subsidiary) and such Wholly Owned Domestic Subsidiary or ceases to be an Excluded SubsidiaryGuarantees the Credit Agreement, then then, in each case, the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Issuers shall cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Wholly Owned Domestic Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to and execute and deliver (within five Business Days of guaranteeing the contrary in this Section 9.06 Credit Agreement or otherwise in this Indenturebecoming a Wholly Owned Domestic Subsidiary, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9as the case may be) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel a supplemental indenture substantially in the applicable jurisdiction form of Exhibit C hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, interest and Additional Interest, if any, in respect of the necessity of Notes on a senior basis and all other obligations under this Indenture. (b) The Issuers shall not permit any Applicable Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee Limitations the Credit Agreement unless such Wholly Owned Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and any Opinion of Counsel delivered in connection with such amended or delivers to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on a senior basis and all other obligations under this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Indenture. (c) Each Guarantee Limitations.shall be released in accordance with Article X.

Future Guarantors. If, after the Issue Date, any The Company and each Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a shall cause each Subsidiary that is not an already a Subsidiary Guarantor (other than any Excluded Subsidiary or ceases to be an Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the date on which such Person became such a Subsidiary, then (i) execute and deliver to the Company willTrustee and the Collateral Agent, as soon as reasonably practicable but no later than (A) if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days shall Guarantee payment of the Securities on the same terms and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, conditions as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations those set forth in this Article 9) Indenture and a joinder to the extent the Company has delivered Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel satisfactory to the Trustee as to the authorization, execution and delivery by such Subsidiary of such Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary of this Indenture (including the Note Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall be required cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to be delivered in respect the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the necessity of any Applicable Guarantee Limitations Securities on the same terms and any conditions as those set forth in this Indenture and a joinder to ▇▇▇▇-▇▇▇▇-▇▇▇▇ the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant satisfactory to this Section 9.06 may rely on such Officer’s Certificate the Trustee as to the necessity authorization, execution and delivery by such Subsidiary of such Applicable Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary of this Indenture (including the Note Guarantee Limitationsof such Subsidiary) and the Collateral Agency and Intercreditor Agreement.

Future Guarantors. If(a) The Issuer will cause each Domestic Subsidiary that Guarantees any Indebtedness of the Issuer to, after at the Issue Datesame time such Restricted Subsidiary Guarantees such Indebtedness, execute and deliver to the Trustee a Note Guarantee pursuant to which such Restricted Subsidiary will unconditionally (subject to limitations determined by the Board of Directors of the Issuer to be customary in order to prevent such Guarantee from constituting a fraudulent conveyance) Guarantee payment of the Notes on a joint and several senior unsecured basis (and if such other Indebtedness of the Issuer is subordinated Indebtedness, the Guarantee by such Restricted Subsidiary of such Indebtedness shall be subordinated to the same extent to such Restricted Subsidiary's Note Guarantee). (b) The Note Guarantee of a Guarantor will be automatically released: (1) in connection with any Subsidiary (sale or other than disposition of all or substantially all of the Guarantors existing on the Issue Date) becomes assets of that Guarantor (including by acquisition way of merger or creationconsolidation) to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Issuer, if the sale or other disposition of all or substantially all of the assets of that Guarantor complies with Section 4.13; (2) in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Issuer, if the sale of all such Capital Stock of that Guarantor complies with Section 4.13; (3) if the Issuer properly designates any Restricted Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations as an Unrestricted Subsidiary; (in addition to applicable limitations set forth in this Article 94) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant any sale of Capital Stock of a Guarantor to this Section 9.06 may rely on such Officer’s Certificate as to a Person that results in the necessity Guarantor no longer being a Subsidiary of the Issuer, if the sale of such Applicable Capital Stock of that Guarantor complies with Section 4.13; (5) if the Issuer consummates a Legal Defeasance or Covenant Defeasance in accordance with Section 8.02 or if the Issuer's obligations under this Indenture are discharged in accordance with Section 8.01; (6) upon the release or discharge of the Guarantee Limitationsby such Restricted Subsidiary of Indebtedness of the Issuer or the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to Guarantee the Notes; or (7) upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing such other Indebtedness or other exercise of remedies in respect thereof.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Company shall cause each Restricted Subsidiary that is not at any time becomes an Excluded Subsidiary obligor or ceases guarantor with respect to be an Excluded Subsidiary, then any obligations under the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary Senior Credit Facility to execute an amended or and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(B) causing which such Restricted Subsidiary will Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture. Any such Guarantee shall be subordinated in a manner similar to that of the Securities. Each Subsidiary Guaranty will be limited in amount to an amount not to exceed the maximum amount that can be Guaranteed by the applicable Subsidiary Guarantor without rendering such Subsidiary Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Subsidiary which is required to become a Subsidiary Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 4.14 shall, and the Company shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) cause each such Subsidiary to, promptly execute and deliver to the extent Trustee a supplemental indenture in the form of Exhibit F hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor and shall 44. guarantee the Obligations. Concurrently with the execution and delivery of such supplemental indenture, the Company has delivered shall deliver to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with effect that such amended or supplemental indenture pursuant to this Section 9.06 may rely on has been duly authorized, executed and delivered by such Officer’s Certificate as Subsidiary and that, subject to the necessity application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guaranty of such Applicable Guarantee LimitationsSubsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms.

Future Guarantors. If, on or after the Issue Date, (a) any Restricted Subsidiary of the Dutch Co-Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary, any Designated Non-Guarantor Subsidiary, any CFC, any CFC Holdco and the U.S. Co-Issuer) that is not then an Issuer or a Guarantor guarantees or Incurs any Indebtedness under the Senior Credit Agreement or guarantees any capital markets Indebtedness with an aggregate principal amount in excess of $200.0 million (“Certain Capital Markets Debt”) of the Dutch Co-Issuer or any of its Restricted Subsidiaries or Incurs Certain Capital Markets Debt or (b) either of the Issuers otherwise elects to have any Restricted Subsidiary of the Dutch Co-Issuer (other than the Guarantors existing on U.S. Co-Issuer) become a Guarantor, then, in each such case, the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Dutch Co-Issuer shall cause such Restricted Subsidiary to execute an amended or and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit E hereto pursuant to Section 8.01(B) causing which such Restricted Subsidiary to shall become a Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the extent other Guarantors; provided that, in the Company has case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee an Officer’s Certificate certifying within 20 Business Days of the date that it such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt has been advised guaranteed or Incurred by counsel in such Restricted Subsidiary. In the applicable jurisdiction event that any Restricted Subsidiary of the Guarantor as to necessity of such Applicable Dutch Co-Issuer has not provided a Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity Notes because such Restricted Subsidiary is a Receivables Subsidiary, a Designated Non-Guarantor Subsidiary, a CFC or a CFC Holdco, and on any subsequent date such Restricted Subsidiary no longer constitutes a Receivables Subsidiary, a Designated Non-Guarantor Subsidiary, a CFC or a CFC Holdco but is an obligor or guarantor with respect to the Senior Credit Agreement or Certain Capital Markets Debt, then the Dutch Co-Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee within 20 Business Days of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or subsequent date a supplemental indenture substantially in the form of Exhibit E hereto pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to other Guarantors. Each Guarantee shall be released in accordance with Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.2(b).

Future Guarantors. If, after The Indenture will provide that if (x) the Issue Date, Company acquires or creates any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition direct or creation) a indirect Restricted Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then after the Company will, as soon as reasonably practicable but no later than Issue Date (A) if unless such Subsidiary is already a Specified Domestic Guarantor), (y) any Excluded Subsidiary acquired or created after the Issue Date ceases to constitute an Excluded Subsidiary or (z) any existing Unrestricted Subsidiary is designated as a Restricted Subsidiary in accordance with the provisions set forth under “—Certain Covenants—Limitation on Restricted Payments” and the definition of “Unrestricted Subsidiary”, the Company shall cause such Restricted Subsidiary, ten at the earlier of (10a) 20 Business Days and after the date of such acquisition, formation, cessation or designation (B) provided if the administrative agent under the Credit Agreement grants an extension of time to comply with the obligation to make such Restricted Subsidiary a guarantor thereunder to a date later than 20 Business Days after the date of such acquisition, formation, cessation or designation, then such extension of time shall also be deemed granted hereunder and/or, in the case of any such Restricted Subsidiary that is a Foreign Subsidiary, twenty such later date as may be the first practicable date because of delays caused by foreign legal requirements despite diligent efforts on the part of the Company), or (20b) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations concurrently (in addition to applicable limitations set forth in this Article 9) to the extent reasonably practicable) with the Company has delivered guarantee under the Credit Agreement by such Subsidiary, to execute and deliver to the Trustee a supplemental indenture in substantially the form attached as an Officer’s Certificate certifying that it has been advised by counsel in exhibit to the applicable jurisdiction Indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the New Notes on a senior unsecured basis (subject to the Payment Subordination Provisions) and all other obligations under the Indenture. Each Guarantee of a Subsidiary Guarantor will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary Guarantor without rendering the Guarantee, as it relates to necessity such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of such Applicable creditors generally. Each Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered released in respect accordance with the provisions of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsIndenture described under “—Guarantees.”

Future Guarantors. If, after the Issue Date, (a) Promptly upon any person becoming a direct or indirect Domestic Subsidiary (other than a Domestic Subsidiary that would not be a Designated Subsidiary, or that would be a Non-Material Subsidiary) or upon a Domestic Subsidiary that is a Designated Subsidiary no longer meeting the Guarantors existing on the Issue Date) becomes (including by acquisition criteria for being a Non-Material Subsidiary, or creation) upon a Domestic Subsidiary that is not an Excluded a Non-Material Subsidiary or ceases to be an Excluded becoming a Designated Subsidiary, then (i) such new or existing Domestic Subsidiary shall execute a guarantee of all of the Company willobligations owing to the Lenders hereunder, substantially in the form of the Supplemental Guarantee attached hereto as soon Exhibit I- 1, and enter into a Supplemental Security Agreement and a Supplemental Securities Pledge Agreement (under which shares of any Foreign Subsidiary pledged by ASI or any Domestic Subsidiary to secure Domestic Obligations will not exceed 65% of such Foreign Subsidiary's voting capital) in respect of its obligations under such Supplemental Guarantee in such forms as the Administrative Agent may reasonably practicable but no later than require, to the fullest extent permitted by applicable law, and (Aii) if Holding and ASI shall ensure that any Subsidiary holding shares of capital stock of such new or existing Domestic Subsidiary shall (unless such Subsidiary is already a Specified Domestic Subsidiary, ten (10) Business Days Subsidiary Guarantor and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything shares are pledged to the contrary Collateral Agent under an existing Security Document) enter into a Supplemental Guarantee substantially in the form of Exhibit I-1 and a Supplemental Securities Pledge Agreement, in such form as the Administrative Agent may reasonably require, with such changes in each thereof as shall be permitted by Section 10.10 or required by this Section 9.06 5.12 (all such Supplemental Guarantees, Supplemental Security Agreements and Supplemental Securities Pledge Agreements collectively the "Supplemental Documents"); provided that no new Supplemental Document shall be required, or otherwise in this Indenturethe form of such Supplemental Document shall be modified, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent required to avoid (x) any violation of applicable law or material risk thereof or (y) any violation of the Company has delivered provisions of any joint venture or other material agreement governing or binding such Domestic Subsidiary or other Subsidiary or any material risk thereof. Any Domestic Subsidiary or other Subsidiary that cannot execute a Supplemental Document or whose Supplemental Document must be amended for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the applicable contractual restriction enter into a Supplemental Document or amend the existing Supplemental Document to comply with this Section 5.12(a) in a manner satisfactory to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction Administrative Agent. Notwithstanding any other provision of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtthis paragraph (a), no Opinion of Counsel Finance Subsidiary or Unified Receivables Company shall be required to execute or deliver any Supplemental Document. (b) Promptly upon any person becoming a direct or indirect Foreign Subsidiary (other than a Foreign Subsidiary that would not be delivered a Designated Subsidiary, or that would be a Non-Material Subsidiary) or upon a Foreign Subsidiary that is a Designated Subsidiary no longer meeting the criteria for being a Non-Material Subsidiary, or upon a Foreign Subsidiary that is not a Non-Material Subsidiary becoming a Designated Subsidiary, (i) such new or existing Foreign Subsidiary shall execute a guarantee of all of the obligations (other than the Domestic Obligations) owing to the Lenders hereunder, substantially in the form of the Supplemental Guarantee attached hereto as Exhibit I-2 and enter into a Supplemental Security Agreement and Supplemental Securities Pledge Agreement in such form as the Administrative Agent may reasonably require in respect of its obligations under such Supplemental Guarantee, (ii) Holding and ASI shall procure that any Subsidiary holding shares of capital stock in such new or existing Foreign Subsidiary shall (unless such Subsidiary is already a Subsidiary Guarantor and such shares are pledged to the necessity Collateral Agent under an existing Security Document) enter into a Supplemental Guarantee and a Supplemental Securities Pledge Agreement in such form as the Administrative Agent may reasonably require, which agreement shall, subject to the proviso below, grant a perfected security interest in the Securities held by such Subsidiary (to the fullest extent permitted by applicable law but under which shares of any Applicable Guarantee Limitations such Foreign Subsidiary pledged by a Foreign Subsidiary will not secure Domestic Obligations and shares of any Opinion such Foreign Subsidiary pledged by ASI or a Domestic Subsidiary will not secure Domestic Obligations to the extent such shares exceed 65% of Counsel delivered in connection the issuer's voting capital) with such amended changes in each thereof as are permitted by Section 10.10 or supplemental indenture pursuant to required by this Section 9.06 may rely on 5.12 (all such Officer’s Certificate as Supplemental Guarantees, Supplemental Securities Agreements and Supplemental Securities Pledge Agreements being collectively called the "Foreign Supplemental Documents"); provided that no new Foreign Supplemental Document shall be required or the form of such Foreign Supplemental Document shall be modified, to the necessity extent required to avoid (v) any violation of applicable law, (w) liability of the officers, directors or shareholders of such Applicable Guarantee LimitationsForeign Subsidiary, (x) violation of the provisions of any joint venture or other material agreement governing or binding such Foreign Subsidiary or its subsidiaries, (y) material risk of any of the foregoing or (z) costs which the Administrative Agent shall determine to be excessive in relation to the benefits that would be conferred by such Foreign Supplemental Document. Any Foreign Subsidiary that cannot execute a Foreign Supplemental Document or whose Foreign Supplemental Document must be modified for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the applicable contractual restriction enter into a Foreign Supplemental Document or amend the existing Foreign Supplemental Document to comply with this Section 5.12(b) in a manner satisfactory to the Administrative Agent.

Future Guarantors. If, (a) If on or after the Issue Date, any Date (1) a Wholly Owned Domestic Subsidiary (other than the Guarantors existing on the Issue Datean Immaterial Subsidiary) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary a Guarantor Guarantees the Credit Agreement, or ceases to be an Excluded Subsidiary, then (2) the Company willor any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary) and such Wholly Owned Domestic Subsidiary Guarantees the Credit Agreement, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiarythen, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiaryin each case, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Company shall cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Wholly Owned Domestic Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to and execute and deliver (within five Business Days of guaranteeing the contrary in this Section 9.06 Credit Agreement or otherwise in this Indenturebecoming a Wholly Owned Domestic Subsidiary, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9as the case may be) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel a supplemental indenture substantially in the applicable jurisdiction form of Exhibit B hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, interest, in respect of the necessity of Notes on a senior basis and all other obligations under this Indenture. (b) The Company shall not permit any Applicable Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee Limitations the Credit Agreement unless such Wholly Owned Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and any Opinion of Counsel delivered in connection with such amended or delivers to the Trustee a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest in respect of the Notes on a senior basis and all other obligations under this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Indenture. (c) Each Guarantee Limitations.shall be released in accordance with Article X.

Future Guarantors. If(a) The Company will cause each Restricted Subsidiary that Guarantees, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition Date or creation) any time thereafter, any Indebtedness of the Company or any Subsidiary Guarantor to execute and deliver to the Trustee a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded SubsidiaryGuarantee, then in the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is form of a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture substantially in the form of Exhibit B hereto, pursuant to Section 8.01(B) causing which such Restricted Subsidiary to become will unconditionally Guarantee, on a Guarantor joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Securities on a senior secured basis and all other obligations under this Indenture. Notwithstanding anything the foregoing, in the event (i) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the ABL Credit Facility and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, and (ii) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b) then the Subsidiary Guarantee of such Subsidiary Guarantor shall be automatically and unconditionally released or discharged. (b) The obligations of each Subsidiary Guarantor will be limited to the contrary in this Section 9.06 or otherwise in this Indenturemaximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any amended Guarantees under the ABL Credit Facility) and after giving effect to any collections from or supplemental indenture entered into pursuant to this Section 9.06 shall include payments made by or on behalf of any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the other Subsidiary Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity obligations of any Applicable such other Subsidiary Guarantor under its Subsidiary Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to its contribution obligations under this Section 9.06 may rely Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (c) Each Subsidiary Guarantee shall be released in accordance with Article X. (d) Each Restricted Subsidiary that becomes a Subsidiary Guarantor on such Officer’s Certificate as or after the Issue Date shall also become a party to the necessity Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the First Priority Collateral and the Second Priority Collateral) and certificates and opinions of counsel ( to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Collateral Agent a perfected first or second priority security interest, as the case may be, (subject to Permitted Liens) upon all its properties and assets (other than Excluded Property) as security for the Securities or the Subsidiary Guarantees and as may be necessary to have such Applicable Guarantee Limitationsproperty or asset added to the Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such first or second priority security interest, as the case may be, in any such property or asset requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent for the benefit of the Collateral Agent on behalf of the Holders; provided, further, however, that if after the use of commercially reasonable efforts, such third party does not consent, to the first or second priority security interest on an asset or property that would constitute an immaterial portion of the Collateral, the Subsidiary Guarantor will not be required to provide such security interest.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition The Issuer shall cause each newly formed or creation) a acquired Wholly-owned Restricted Subsidiary that is not an Excluded a Domestic Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if unless such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Receivables Subsidiary is or a Foreign Subsidiary, twenty ) to (20) within 20 Business Days after the date that on which such Restricted Subsidiary is formed or acquired) execute and deliver to the Trustee a supplemental indenture, the form of which is attached as Exhibit D hereto, pursuant to which such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to will guarantee payment of the Notes and become a Guarantor under this IndentureArticle X hereof. Notwithstanding anything Each Guarantee will be limited to an amount not to exceed the contrary in this Section 9.06 maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or otherwise in this Indenturefraudulent transfer or similar laws affecting the rights of creditors generally. Concurrently with the execution and delivery of such supplemental indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 the Issuer shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate certifying to the effect that it has such supplemental indenture have been advised duly authorized, executed and delivered by counsel such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the applicable jurisdiction of the Guarantor as to necessity Guarantee of such Applicable Guarantee Limitations. For the avoidance of doubtSubsidiary is a legal, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations valid and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity binding obligation of such Applicable Guarantee LimitationsSubsidiary, enforceable against such Subsidiary in accordance with its terms and to such other matters as the Trustee may reasonably request.

Future Guarantors. If, after (a) On the Issue DateDate or thereafter, if any Restricted Subsidiary, including any newly-acquired or newly-created Restricted Subsidiary, is or becomes a borrower under the Senior Credit Facilities or Guarantees the Obligations under the Senior Credit Facilities, then that Restricted Subsidiary shall become a Guarantor by execution of a supplemental indenture within 30 days of the date of such event, pursuant to which such Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other Obligations under this Indenture on a senior basis. (b) Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Guarantor without rendering the guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer, abuse of corporate assets or similar laws affecting the rights of creditors generally or otherwise to reflect applicable laws, including laws relating to the liability of directors and managers. (c) Notwithstanding anything to the contrary contained herein (i) a Note Guarantee provided pursuant to the terms hereof by a Restricted Subsidiary organized in a jurisdiction other than the Guarantors United States, the Netherlands, Australia, Bermuda, Canada, the United Kingdom, Ireland or Jamaica, including a Note Guarantee existing on the Issue Date) becomes , may be (including by acquisition or creationmay be modified to become) a Subsidiary Limited Guarantee if the Board of Directors of the Company, in consultation with local counsel, makes a reasonable determination that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiarysuch limitations are required under the applicable law of such jurisdiction, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (Bii) if such a Restricted Subsidiary is organized in a Foreign Subsidiaryjurisdiction other than the United States, twenty (20) Business Days after the date that such Subsidiary was acquiredNetherlands, formed Australia, Bermuda, Canada, the United Kingdom, Ireland or ceased to Jamaica will not be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary required to become a Guarantor under this Indenture. Notwithstanding anything if the Board of Directors of the Company, in consultation with local counsel, makes a reasonable determination that such Restricted Subsidiary cannot provide a Note Guarantee in view of the limitations imposed by the applicable law of such jurisdiction of more than de minimis value in relation to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity assets of such Applicable Restricted Subsidiary. (d) Each Note Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered released in respect accordance with the provisions of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.06.

Future Guarantors. If(a) The Borrower shall not permit any of its Restricted Subsidiaries (other than (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and (ii) any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower other than Permitted Debt unless such Subsidiary executes and delivers to the Administrative Agent a Guarantee substantially in the form of Exhibit A-2 (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the Loans. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) In addition to the terms that may be specified in instrument creating the Guarantee by a Subsidiary Guarantor, if any, such a Guarantee of a Subsidiary Guarantor will be automatically released and discharged upon: (1) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which an applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition or other transfer is made in compliance with this Agreement, or (2) the Borrower designating a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 10.2 and the definition of “Unrestricted Subsidiary,” or (3) in the case of any Restricted Subsidiary which, after the Issue Closing Date, any Subsidiary (other than is required to guarantee the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture Loans pursuant to Section 8.01(B) causing 10.7(a), the release or discharge of the Guarantee by such Restricted Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to of Indebtedness of the contrary Borrower or any Restricted Subsidiary of the Borrower or such Restricted Subsidiary or the repayment of the Indebtedness or Disqualified Stock, in this Section 9.06 or otherwise in this Indentureeach case, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel which resulted in the applicable jurisdiction of obligation to guarantee the Guarantor as to necessity of such Applicable Guarantee Limitations. For Loans, or (4) in the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity case of any Applicable Guarantee Limitations and any Opinion Exchange Notes, the issuer’s exercise of Counsel delivered its legal defeasance option or covenant defeasance option as described in connection Exhibit H or if the issuer’s obligations under the Exchange Note Indenture are discharged in accordance with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.its terms; and

Future Guarantors. If, (a) If on or after the Issue Date, any Date (1) a Wholly Owned Subsidiary (other than the Guarantors existing on the Issue Datean Immaterial Subsidiary) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary a Guarantor Guarantees the Credit Agreement, or ceases to be an Excluded Subsidiary, then (2) the Company willor any of its Restricted Subsidiaries acquires or creates a Wholly Owned Subsidiary (other than an Immaterial Subsidiary) and such Wholly Owned Subsidiary Guarantees the Credit Agreement, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiarythen, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiaryin each case, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Company shall cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Wholly Owned Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to and execute and deliver (within five Business Days of guaranteeing the contrary in this Section 9.06 Credit Agreement or otherwise in this Indenturebecoming a Wholly Owned Subsidiary, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9as the case may be) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel a supplemental indenture substantially in the applicable jurisdiction form of Exhibit C hereto, pursuant to which such Wholly Owned Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, interest and Additional Interest, if any, in respect of the necessity of Notes on a senior basis and all other obligations under this Indenture. (b) The Company shall not permit any Applicable Wholly Owned Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee Limitations the Credit Agreement unless such Wholly Owned Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and any Opinion of Counsel delivered in connection with such amended or delivers (x) to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto, pursuant to which such Wholly Owned Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on a senior basis and all other obligations under this Section 9.06 may rely on such Officer’s Certificate as Indenture and (y) a supplement or joinder agreement to the necessity applicable Security Documents or new Security Documents, as applicable, providing for a pledge of its assets as Collateral for the Notes to the same extent as set forth in such Applicable Security Documents and take all actions required under such Security Documents to perfect the Liens created under such Security Documents. (c) Each Guarantee Limitations.shall be released in accordance with Article X.

Future Guarantors. If, The Company shall cause each of its direct or indirect Subsidiaries (other than Excluded Subsidiaries) (which is not dissolved within thirty (30) days after its formation or acquisition if formed or acquired after the Issue Date), any within thirty (30) days after the formation or acquisition of such Subsidiary, or the date such Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary of the Company or ceases to be an Excluded Subsidiary, then to (i) execute and deliver to the Company willTrustee and Collateral Agent a supplemental indenture substantially in the form attached hereto as Exhibit B, as soon as reasonably practicable but no later than (A) if subject to, with respect to the Dutch Entity, any modifications required pursuant to Dutch law, including the Dutch Works Councils Act, pursuant to which such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after shall unconditionally guarantee all of the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to Guaranteed Obligations on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations terms set forth in this Article 913, (ii) to the extent the Company has delivered execute and deliver to the Trustee and Collateral Agent joinders or supplements, as applicable, to the Collateral Documents and the Intercreditor Agreement (and, if applicable, any Second Lien Pari Passu Intercreditor Agreement), together with any other filings and agreements (subject to customary extension periods) required by the Collateral Documents to create or perfect the security interests of the Collateral Agent for its benefit and for the benefit of the Trustee and the Holders of the Notes in the Collateral of such Subsidiary and (iii) deliver to the Trustee and the Collateral Agent an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no and an Opinion of Counsel that such supplemental indenture and joinders or supplements to the Collateral Documents and Intercreditor Agreement (and, if applicable, any Second Lien Pari Passu Intercreditor Agreement) have been duly authorized, executed and delivered by such Subsidiary and constitute legal, valid, binding and enforceable obligations of such Subsidiary. Thereafter, such Subsidiary shall be required to be delivered in respect a Guarantor for all purposes of this Indenture, the necessity of Collateral Documents and the Intercreditor Agreement (and, if applicable, any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsSecond Lien Pari Passu Intercreditor Agreement).

Future Guarantors. If, (a) If the Company organizes or acquires any Domestic Restricted Subsidiary after the Issue DateDate (each a “New Domestic Restricted Subsidiary”) that, any Subsidiary (other than after giving pro forma effect to the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded organization of such New Domestic Restricted Subsidiary or ceases to be an Excluded SubsidiarySubsidiaries (if applicable), then together with each other New Domestic Restricted Subsidiary of the Company willthat has not theretofore become a Guarantor, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of the total consolidated assets, as soon as reasonably practicable but no later than of the end of the most recently completed fiscal quarter for which financial statements are internally available, or total Consolidated EBITDA, for the most recent preceding four fiscal quarters for which financial statements are internally available, of the Company and its Restricted Subsidiaries, the Company shall: (Ai) if execute and deliver (and cause each such Subsidiary is a Specified New Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Restricted Subsidiary to execute and deliver) to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which each such New Domestic Restricted Subsidiary shall unconditionally guarantee on an amended or unsecured senior subordinated basis all of the Issuers’ obligations under the Securities and this Indenture; (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such New Domestic Restricted Subsidiary; and (iii) cause each New Domestic Restricted Subsidiary to promptly execute and deliver to the Trustee a Guarantee. (b) After the execution of a supplemental indenture pursuant to clause (a) of this Section 8.01(B) causing 4.19, each such New Domestic Restricted Subsidiary to become party thereto shall be a Guarantor under for all purposes of this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.

Future Guarantors. If(a) The Company will cause each Restricted Subsidiary that Guarantees, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition Date or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiaryany time thereafter, then any Indebtedness of the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary any Guarantor to execute an amended or and deliver to the Trustee a Note Guarantee, in the form of a supplemental indenture substantially in the form attached as Exhibit C hereto, pursuant to Section 8.01(B) causing which such Restricted Subsidiary to become will unconditionally Guarantee, on a Guarantor joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior secured basis and all other obligations under this Indenture. Notwithstanding the foregoing, in the event (a) a Guarantor is released and discharged in full from all of its obligations under its guarantees of (1) the ABL Credit Facility and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, and (b) such Guarantor has not Incurred any Indebtedness in reliance on its status as a Guarantor under Section 3.2 or such Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Guarantor) under Section 3.2(b), then the Note Guarantee of such Guarantor shall be automatically and unconditionally released or discharged. (b) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any Guarantees under the ABL Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (c) Each Restricted Subsidiary that becomes a Guarantor on or after the date of this Indenture shall also become a party to the Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust and certificates and opinions of counsel as may be necessary to vest in the Collateral Agent a perfected first or second priority security interest, as the case may be, (subject to Permitted Liens) upon all its properties and assets (other than Excluded Property) as security for the Notes or the Note Guarantees and as may be necessary to have such property or asset added to the Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such first or second priority security interest, as the case may be, in any such property or asset requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent for the benefit of the Collateral Agent on behalf of the Holders. (d) Notwithstanding anything to the contrary contained herein or in this Section 9.06 or otherwise in this Indenturethe Collateral Documents, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent neither the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel nor any subsidiary shall be required to be delivered provide any guarantee, pledge or asset support arrangement that, in respect the reasonable judgment of the necessity of Company, would subject the Company to any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as adverse tax consequence due to the necessity application of such Applicable Guarantee LimitationsSection 956 of the Code.

Future Guarantors. If‌ (a) The Company shall cause each Person that becomes a Wholly-Owned Restricted Subsidiary, other than any Immaterial Subsidiary, after the Issue Date, and may at its option cause any other Restricted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will, subject to Section 4.15(d), irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under this Indenture on a senior second lien secured basis. (other than b) Each Restricted Subsidiary that becomes a Guarantor will also, solely to the Guarantors existing extent such Guarantor is required to grant security in favour of the Senior Agent, become a party to or deliver the applicable Collateral Documents and shall, as promptly as practicable, execute and/or deliver such security instruments, financing statements, certificates, and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue DateDate (but of no greater scope)) becomes (including by acquisition as may be necessary to vest in the Collateral Agent a perfected Second Ranking Lien in all personal property that constitutes Collateral for the Notes or creation) a Subsidiary that is not an Excluded Subsidiary or ceases the Note Guarantees and as may be necessary to be an Excluded Subsidiary, then have such Property added to the Company will, Collateral as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days required under the Collateral Documents and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. , and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the same force and effect. (c) Each Note Guarantee shall be released in accordance with Section 11.06. (d) Notwithstanding anything to the contrary in this Section 9.06 or otherwise contained in this Indenture, any amended or supplemental indenture entered into future Note Guarantee provided pursuant to this Section 9.06 4.15 by a Guarantor that is organized in a jurisdiction located outside of Canada or the United States may be a Limited Guarantee if the Board of Directors or Senior Management, in consultation with local counsel, makes a reasonable determination that such limitations are required due to legal requirements within such jurisdiction, provided that if any such Guarantor provides a guarantee in favour of the Senior Agent and the Senior Lenders under the Credit Facility that is broader in scope than its Limited Guarantee, such Guarantor shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) also guarantee the Notes to the same extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.its Note Guarantee.‌

Future Guarantors. If, after (a) The Issuer shall cause each Restricted Subsidiary that Guarantees any Indebtedness of the Issue Date, Issuer or any Subsidiary (other than of the Guarantors existing (excluding a Guarantee of Indebtedness of a Non-Guarantor Restricted Subsidiary issued by a Non-Guarantor Restricted Subsidiary) to execute and deliver to the Holders a supplement to this Note Agreement in the form attached as Appendix B (including such changes as may be required by the laws of the Subsidiary’s jurisdiction in a form reasonably satisfactory to the Holders) pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Issue DateNotes on a senior or pari passu basis and all other obligations under this Note Agreement, unless such other Indebtedness is Senior Debt, in which case the Guarantee may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. (b) becomes Notwithstanding Section 4.11(a), in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of (including by acquisition or creation1) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiaryeach Credit Agreement and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries, then the Company will, as soon as reasonably practicable but no later than (A) if Guarantee of such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days Guarantor shall be automatically and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date unconditionally released or discharged; provided that such Restricted Subsidiary was acquired, formed has not incurred any Indebtedness or ceased to be an Excluded Subsidiary, issued any Preferred Stock in reliance on its status as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to Section 4.03 unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the contrary case may be, so incurred are satisfied in this Section 9.06 full and discharged or are otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction permitted under one of the Guarantor as to necessity exceptions available at the time of such Applicable release to Restricted Subsidiaries under Section 4.03(b). (c) Each Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required limited to an amount not to exceed the maximum amount that can be delivered guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantee shall be released in respect accordance with Article 10 of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsNote Agreement.

Future Guarantors. If, (a) If the Company organizes or acquires any Domestic Restricted Subsidiary after the Issue DateDate (each a "New Domestic Restricted Subsidiary") ---------------------------------- that, any Subsidiary (other than after giving pro forma effect to the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded organization of such New Domestic Restricted Subsidiary or ceases to be an Excluded SubsidiarySubsidiaries (if applicable), then together with each other New Domestic Restricted Subsidiary of the Company, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of the total consolidated assets, as of the end of the most recently completed fiscal quarter for which financial statements are available, or total Consolidated EBITDA, for the most recent preceding four fiscal quarters for which financial statements are available, of the Company willand its Restricted Subsidiaries, as soon as the Company shall: (i) execute and deliver to the Trustee a supplemental indenture in form reasonably practicable but no later than satisfactory to the Trustee pursuant to which each such New Domestic Restricted Subsidiary shall unconditionally guarantee all of the Company's obligations under the Securities and this Indenture; (Aii) if deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary is and constitutes a Specified legal, valid, binding and enforceable obligation of such New Domestic Restricted Subsidiary, ten (10) Business Days ; and (Biii) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such each New Domestic Restricted Subsidiary to promptly execute an amended and deliver to the Trustee a Guarantee. (b) Following the execution and delivery of a Guarantee by any New Domestic Restricted Subsidiary of the Company pursuant to clause (a) of this Section 4.20, the Company and each New Domestic Restricted Subsidiary subsequently acquired or organized by the Company shall comply with clauses (i)-(iii) of Section 4.20(a) above. (c) After the execution of a supplemental indenture pursuant to clause (a) or (b) of this Section 8.01(B) causing 4.20, each such New Domestic Restricted Subsidiary to become party thereto shall be a Guarantor under for all purposes of this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.

Future Guarantors. IfParent shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries (and domestic non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the Global Revolver or Capital Markets Indebtedness of the Issuer or any Guarantor), after the Issue Date, any Subsidiary (other than the Guarantors existing on Issuer, a Guarantor or an Excluded Subsidiary, to guarantee the Issue Datepayment of (i) becomes any Indebtedness of the Issuer or any Guarantor under the Credit Facilities incurred under clause (including i) of Section 4.03(b) or (ii) any Capital Markets Indebtedness of the Issuer or any Guarantor having an aggregate principal amount outstanding in excess of $50.0 million, unless: (i) such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by acquisition such Restricted Subsidiary, except with respect to a guarantee of Indebtedness of the Issuer or creationany Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor’s Guarantee and (ii) executes and delivers a supplement or joinder to the Security Documents or new Security Documents and takes all actions required thereunder to perfect the Liens created thereunder; and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against Parent or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.11 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Parent may elect, in its sole discretion, to cause any Subsidiary that is not an Excluded Subsidiary or ceases otherwise required to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary Guarantor to become a Guarantor under this Indenture. Notwithstanding anything to the contrary Guarantor, in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of which case such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall Subsidiary will be required to comply with clause (i) and (ii) above and such Guarantee may be delivered released at any time in respect Parent’s sole discretion. Notwithstanding the foregoing, each such Guarantee may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of the necessity of any Applicable creditors generally) or other considerations under applicable law. Each Guarantee Limitations and any Opinion of Counsel delivered shall be released in connection accordance with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.03.

Future Guarantors. If, (a) If on or after the Issue Date, any Date (1) a Wholly Owned Restricted Domestic Subsidiary (other than the Guarantors existing on the Issue Datean Immaterial Subsidiary) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary a Guarantor Guarantees the Credit Agreement, or ceases to be an Excluded Subsidiary, then (2) the Company willor any of its Restricted Subsidiaries acquires or creates a Wholly Owned Restricted Domestic Subsidiary (other than an Immate- rial Subsidiary) and such Wholly Owned Restricted Domestic Subsidiary Guarantees the Credit Agreement, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiarythen, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiaryin each case, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Company shall cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Wholly Owned Restricted Domestic Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to and execute and deliver (within five Business Days of guaranteeing the contrary in this Section 9.06 Credit Agreement or otherwise in this Indenturebecoming a Wholly Owned Restricted Domestic Subsidiary, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9as the case may be) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel a supplemental indenture substantially in the applicable jurisdiction form of Exhibit B hereto, pursuant to which such Wholly Owned Restricted Domestic Subsidiary shall uncondition- ally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, interest, in respect of the necessity of Notes on a senior basis and all other obligations under this Indenture. (b) The Company shall not permit any Applicable Wholly Owned Restricted Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee Limitations the Credit Agreement unless such Wholly Owned Restricted Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and any Opinion of Counsel delivered in connection with such amended or delivers to the Trus- tee a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Wholly Owned Restricted Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guaran- tors, the full and prompt payment of the principal of, premium, if any, interest in respect of the Notes on a senior basis and all other obligations under this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Indenture. (c) Each Guarantee Limitations.shall be released in accordance with Article X.

Future Guarantors. IfThe Company shall cause each Restricted Subsidiary that Guarantees any Indebtedness of the Company to execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee payment of the Notes; provided that, after if such Indebtedness is by its terms subordinated in right of payment to the Issue DateNotes, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated to such Guarantor's Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and provided further that (i) such Restricted Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then rights against the Company will, or any other Restricted Subsidiary as soon as reasonably practicable but no later than a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee of the Notes; and (ii) such Restricted Subsidiary shall deliver to the trustee an Opinion of Counsel to the effect that (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days Guarantee has been duly executed and authorized and (B) if such Subsidiary is Guarantee constitutes a Foreign valid, binding and enforceable obligation of such Restricted Subsidiary, twenty except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (20including, without limitation, all laws relating to fraudulent transfers) Business Days after and except insofar as enforcement thereof is subject to general principles of equity. Each Subsidiary Guarantee shall be limited to an amount not to exceed the date maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Subsidiary Guarantee, as it relates to such Subsidiary was acquired, formed or ceased to be an Excluded Restricted Subsidiary, as applicable, cause such Subsidiary voidable under applicable law relating to execute an amended fraudulent conveyance or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to fraudulent transfer or similar laws affecting the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction rights of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationscreditors generally.

Future Guarantors. If, (a) If the Company organizes or acquires any Domestic Restricted Subsidiary after the Issue DateDate (each a “New Domestic Restricted Subsidiary”) that, any Subsidiary (other than after giving pro forma effect to the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded organization of such New Domestic Restricted Subsidiary or ceases to be an Excluded SubsidiarySubsidiaries (if applicable), then together with each other New Domestic Restricted Subsidiary of the Company willthat has not theretofore become a Guarantor, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of the total consolidated assets, as soon as reasonably practicable but no later than of the end of the most recently completed fiscal quarter for which financial statements are internally available, or total Consolidated EBITDA, for the most recent preceding four fiscal quarters for which financial statements are internally available, of the Company and its Restricted Subsidiaries, the Company shall: (Ai) if execute and deliver (and cause each such Subsidiary is a Specified New Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Restricted Subsidiary to execute and deliver) to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which each such New Domestic Restricted Subsidiary shall unconditionally guarantee on an amended or unsecured senior basis all of the Issuers’ obligations under the Securities and this Indenture; (ii) deliver to the Trustee an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such New Domestic Restricted Subsidiary; and (iii) cause each New Domestic Restricted Subsidiary to promptly execute and deliver to the Trustee a Guarantee. (b) After the execution of a supplemental indenture pursuant to clause (a) of this Section 8.01(B) causing 4.18, each such New Domestic Restricted Subsidiary to become party thereto shall be a Guarantor under for all purposes of this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.

Future Guarantors. If, after the Issue Date, (a) any Domestic Subsidiary (other than the Guarantors existing on the Issue Date) becomes of CommScope (including by acquisition any newly formed, newly acquired or creationnewly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company willIssuer or a Guarantor guarantees or Incurs any Indebtedness under either of the Senior Credit Agreements, as soon as reasonably practicable but no later than the Secured Notes Indenture, either indenture governing the Opco Notes or guarantees any capital markets Indebtedness of CommScope or any of its Restricted Subsidiaries (Aincluding the Issuer) if with an aggregate principal amount in excess of $150 million (“Certain Capital Markets Debt”) or (b) CommScope or the Issuer otherwise elects to have any Restricted Subsidiary of CommScope become a Guarantor, then, in each such Subsidiary is a Specified Domestic Subsidiarycase, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, CommScope shall cause such Restricted Subsidiary to execute an amended or and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(B) causing which such Restricted Subsidiary to shall become a Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the extent other Guarantors; provided that, in the Company has case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee an Officer’s Certificate certifying within 20 Business Days of the date that it such Indebtedness under the applicable Senior Credit Agreement, the Secured Notes Indenture, the indentures governing the Opco Notes or such Certain Capital Markets Debt has been advised guaranteed or Incurred by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Restricted Subsidiary. Each Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered released in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection accordance with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.2(b).

Future Guarantors. If, (a) If on or after the Issue Date, any Date (1) a Wholly Owned Domestic Subsidiary (other than the Guarantors existing on the Issue Datean Immaterial Subsidiary) becomes (including by acquisition or creation) a Subsidiary that is not a Guarantor Guarantees the Credit Agreement, or (2) the Issuer or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Subsidiary (other than an Excluded Immaterial Subsidiary) and such Wholly Owned Domestic Subsidiary or ceases to be an Excluded SubsidiaryGuarantees the Credit Agreement, then then, in each case, the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Issuer shall cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Wholly Owned Domestic Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to and execute and deliver (within five Business Days of guaranteeing the contrary in this Section 9.06 Credit Agreement or otherwise in this Indenturebecoming a Wholly Owned Domestic Subsidiary, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9as the case may be) to the extent Trustee a supplemental indenture substantially in the Company has delivered to the Trustee form of Exhibit C hereto along with an Officer’s Certificate certifying that it such supplemental indenture has been advised by counsel in duly authorized, executed and delivered and is the applicable jurisdiction legal, valid and binding agreement enforceable against such new Guarantor, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, interest and Additional Interest, if any, in respect of the necessity of Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer shall not permit any Applicable Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee Limitations the Credit Agreement unless such Wholly Owned Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and any Opinion of Counsel delivered in connection with such amended or delivers to the Trustee a supplemental indenture pursuant to this Section 9.06 may rely on such substantially in the form of Exhibit C hereto along with an Officer’s Certificate as that such supplemental indenture has been duly authorized, executed and delivered and is the legal, valid and binding agreement enforceable against such new Guarantor, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the necessity other Guarantors, the full and prompt payment of such Applicable the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on a senior basis and all other obligations under this Indenture. (c) Each Guarantee Limitations.shall be released in accordance with Article X.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Issuer will cause each Restricted Subsidiary that is not then an Excluded Issuer or a Subsidiary or ceases to be an Excluded SubsidiaryGuarantor that (a) Incurs any Indebtedness under any of the RLJ Credit Agreements, then the Company will2026 Indenture, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiaryany Additional Pari Passu Obligations, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture any other Indebtedness Incurred pursuant to Section 8.01(B4.08(d)(1) causing or (b) Guarantees any Indebtedness of the Issuer or any Subsidiary Guarantor under any of the RLJ Credit Agreements, the 2026 Indenture, any Additional Pari Passu Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuer or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary to shall become a Subsidiary Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.17 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or to any Guarantee by any Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor outstanding as of the Issue Date or any Refinancing thereof to the extent required by the Company has delivered to terms of such Indebtedness. Notwithstanding the Trustee an Officer’s Certificate certifying foregoing, the Note Guarantee by a Subsidiary Guarantor that it has been advised by counsel in the applicable jurisdiction is a Restricted Subsidiary of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall Issuer will be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture automatically released pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.05 hereof.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Issuer shall cause each Wholly-owned Restricted Subsidiary that is not an Excluded a Domestic Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if unless such Subsidiary is a Specified Receivables Subsidiary or a Domestic Subsidiary that is wholly-owned by one or more Foreign Subsidiaries and created to enhance the tax efficiency of the Issuer and its Subsidiaries) that guarantees any Indebtedness of the Issuer under the Credit Agreement or the Existing Subordinated Notes or issues shares of Disqualified Stock to promptly execute and deliver to the Trustee a supplemental indenture, the form of which is attached as Exhibit D hereto, pursuant to which such Subsidiary will guarantee payment of the Notes and become a Guarantor under Article X hereof. Each Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary without rendering the Guarantee, as it relates to such Subsidiary, ten (10) Business Days voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Concurrently with the execution and (B) if delivery of such supplemental indenture, the Issuer shall deliver to the Trustee an Opinion of Counsel and an Officer’s Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer and other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Guarantee of such Subsidiary is a Foreign legal, valid and binding obligation of such Subsidiary, twenty (20) Business Days after the date that enforceable against such Subsidiary was acquired, formed or ceased in accordance with its terms and to be an Excluded Subsidiary, such other matters as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationsreasonably request.

Future Guarantors. If(a) The Borrower shall not permit any of its Restricted Subsidiaries (other than (i) any Receivables Subsidiary formed in connection with a Qualified Receivables Financing and (ii) any License Subsidiary in connection with any guarantee of any Credit Agreement) that is not a Subsidiary Guarantor to, directly or indirectly, guarantee the payment of any Indebtedness of the Borrower other than Permitted Debt unless such Subsidiary executes and delivers to the Administrative Agent a Guarantee substantially in the form of Exhibit A-2 (together with such opinions or certificates reasonably requested in connection therewith) pursuant to which such Subsidiary will guarantee payment of the Loans. Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance, financial assistance or fraudulent transfer or similar laws affecting the rights of creditors generally. (b) In addition to the terms that may be specified in instrument creating the Guarantee by a Subsidiary Guarantor, if any, such a Guarantee of a Subsidiary Guarantor will be automatically released and discharged upon: (1) the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock (including any sale, disposition or other transfer following which an applicable Subsidiary Guarantor is no longer a Restricted Subsidiary), or all or substantially all the assets, of the applicable Subsidiary Guarantor if such sale, disposition or other transfer is made in compliance with this Agreement, or (2) the Borrower designating a Subsidiary Guarantor to be an Unrestricted Subsidiary in accordance with Section 10.2 and the definition of “Unrestricted Subsidiary,” or (3) in the case of any Restricted Subsidiary which, after the Issue Closing Date, any Subsidiary (other than is required to guarantee the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture Loans pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.Section

Future Guarantors. If, after the Issue Date, (a) any Domestic Subsidiary (other than the Guarantors existing on the Issue Date) becomes of Holdings (including by acquisition any newly formed, newly acquired or creationnewly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company willIssuer or a Guarantor guarantees or Incurs any Indebtedness under either Senior Credit Agreement, as soon as reasonably practicable but no later than the Unsecured Notes Indenture or either Opco Notes Indenture or guarantees any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $150 million (A“Certain Capital Markets Debt”) if or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such Subsidiary is a Specified Domestic Subsidiarycase, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Issuer shall cause such Restricted Subsidiary to execute an amended or and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(B) causing which such Restricted Subsidiary to shall become a Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the extent other Guarantors; provided that, in the Company has case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee an Officer’s Certificate certifying within 20 Business Days of the date that it such Indebtedness under the applicable Senior Credit Agreement, the Unsecured Notes Indenture, applicable Opco Notes Indenture or such Certain Capital Markets Debt has been advised guaranteed or Incurred by counsel such Restricted Subsidiary. Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral which this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable jurisdiction (but no greater scope)) as may be necessary to vest in the Secured Notes Collateral Agent a perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Fixed Asset Collateral and a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Current Asset Collateral, in either case, as security for such Guarantor’s Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel Collateral shall be required deemed to be delivered in respect of the necessity of any Applicable Guarantee Limitations relate to such properties and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as assets to the necessity of such Applicable same extent and with the same force and effect. Each Guarantee Limitationsshall be released in accordance with Section 10.2(b).

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Issuer will cause each Restricted Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company willIssuer or a Subsidiary Guarantor that (a) Incurs any Indebtedness under any of the XHR Credit Agreements, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiaryany Additional Pari Passu Lien Obligations, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture any other Indebtedness Incurred pursuant to Section 8.01(B4.08(d)(1) causing and/or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Issuer or any Subsidiary Guarantor under any of the XHR Credit Agreements, any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuer or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E hereto pursuant to which such Restricted Subsidiary to shall become a Subsidiary Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the extent other Subsidiary Guarantors; provided that this Section 4.17 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the Company has delivered to time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Notwithstanding the Trustee an Officer’s Certificate certifying foregoing, the Note Guarantee by a Subsidiary Guarantor that it has been advised by counsel in the applicable jurisdiction is a Restricted Subsidiary of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall Issuer will be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture automatically released pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.05 hereof.

Future Guarantors. If, On or after the Issue Date, any the 30 29 Company will cause each Domestic Restricted Subsidiary (other than the Guarantors existing on the Issue DateReceivables Subsidiary) becomes that Incurs Indebtedness pursuant to clause (including by acquisition or creationa) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary of Section 1011 to execute an amended or and deliver to the Trustee a supplemental indenture pursuant to Section 8.01(B) causing which such Domestic Restricted Subsidiary to become will irrevocably and unconditionally Guarantee, as primary obligor and not merely as a Guarantor surety, on an unsecured senior basis, the performance and punctual payment when due, whether at Stated Maturity, by acceleration or otherwise, of all obligations of the Company under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 Indenture and the 8% Notes, whether for payment of principal of or interest on the 8% Notes, expenses, indemnification or otherwise in this Indenture(all such guaranteed obligations being herein called the "Guaranteed Obligations"). The Subsidiary Guarantors will agree to pay, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9the amount stated above, any and all expenses (including reasonable counsel fees and expenses) to the extent the Company has delivered to incurred by the Trustee or the Holders in enforcing any rights under the Subsidiary Guaranties. Each Subsidiary Guaranty will be limited in amount to an Officer’s Certificate certifying amount not to exceed the maximum amount that it has been advised can be Guaranteed by counsel in the applicable jurisdiction Subsidiary Guarantor without rendering such Subsidiary Guaranty voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of the Guarantor as to necessity of such Applicable Guarantee Limitationscreditors generally. For the avoidance of doubt, Initially there will be no Opinion of Counsel shall Restricted Subsidiary that will be required to be delivered in respect issue a Subsidiary Guaranty of the necessity 8% Notes. Each Subsidiary Guaranty will be a continuing guarantee and shall (a) remain in full force and effect until payment in full of any Applicable Guarantee Limitations all the Guaranteed Obligations, (b) be binding upon each Subsidiary Guarantor and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as (c) enure to the necessity benefit of such Applicable Guarantee Limitationsand be enforceable by the Trustee, the Holders and their successors, transferees and assigns.

Future Guarantors. If(a) If the Issuer forms or acquires any Subsidiary (which, for the avoidance of doubt, shall include PLM upon consummation of the PLM Stock Participation Transaction), or any Subsidiary which is not a Guarantor ceases to constitute an Immaterial Subsidiary, on or after the Issue Date, then the Issuer will promptly, and in any event within forty-five (45) days after the date of such formation, acquisition or cessation (x) cause each such Subsidiary to execute a supplemental indenture pursuant to which such Subsidiary shall unconditionally guarantee the Notes pursuant to one or more Note Guarantees, and the Issuer and such Subsidiary shall deliver to the Trustee such supplemental indenture, together with an Officers’ Certificate and Opinion of Counsel and (y) cause each such Subsidiary to execute and deliver such Collateral Documents as shall be necessary to vest in the Collateral Agent a perfected security interest in the property and assets (other than Excluded Assets) of such Subsidiary and to have such property and assets (but subject to the Guarantors limitations set forth in the Collateral Documents) added to the Collateral, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such property and assets, and deliver certificates and Opinions of Counsel consistent with the ones delivered in the applicable jurisdiction in connection with other Collateral Documents or in the case of any jurisdiction where no Liens were previously granted, such certificates and Opinions of Counsel as are customary in such jurisdictions; provided, however, that no Subsidiary (A) that constitutes an Immaterial Subsidiary, for so long as such Subsidiary constitutes an Immaterial Subsidiary; (B) that is prohibited or restricted by applicable law, rule or regulation or by any contractual obligation existing on the Issue DateDate or at the time of acquisition thereof after the Issue Date (and not entered into in contemplation of such acquisition), in each case, from providing a Note Guarantee or which would require consent, approval, license or authorization by any Governmental Authority to provide a Note Guarantee unless such consent, approval, license or authorization has been received; (C) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary a not-for-profit Subsidiary; (D) that is organized in a jurisdiction other than the United States (or ceases any State thereof or the District of Columbia) or Mexico (or any State thereof); (E) for which a Note Guarantee by such entity would reasonably be expected to be an Excluded Subsidiary, then the Company will, as soon result in material adverse tax consequences as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days determined by the Issuer; and (BF) if such Subsidiary for which the Issuer and the Trustee (at the direction of the Required Holders) reasonably agree that the cost or other consequences of providing a Note Guarantee is a Foreign Subsidiaryexcessive in relation to the value afforded thereby, twenty in any the case of any of clauses (20) Business Days after the date that such Subsidiary was acquiredA)-(F), formed or ceased to shall be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary required to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of execute any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as or documentation described in the foregoing clause (y). (b) Notwithstanding the foregoing, the Note Guarantees shall be limited to the necessity of such Applicable maximum amount that would not render the Guarantors’ respective obligations subject to avoidance under applicable fraudulent conveyance laws. (c) Each Note Guarantee Limitationsshall be released in accordance with Section 10.08.

Future Guarantors. If, If on or after the Issue Date, any Date (1) a Domestic Subsidiary (other than the Guarantors existing on the Issue Datean Immaterial Subsidiary) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary a Guarantor Guarantees the Credit Agreement, or ceases to be an Excluded Subsidiary, then (2) the Company willor any of its Restricted Subsidiaries acquires or creates a Domestic Subsidiary (other than an Immaterial Subsidiary) and such Domestic Subsidiary Guarantees the Credit Agreement, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiarythen, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiaryin each case, twenty (20) Business Days after the date that such Subsidiary was acquiredCompany shall, formed or ceased subject to be an Excluded Subsidiary, as applicableapplicable Gaming Laws, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Domestic Subsidiary to become a Guarantor and execute and deliver (within five Business Days of guaranteeing the Credit Agreement or becoming a Domestic Subsidiary, as the case may be) to the Trustee and Agent a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, in respect of the Notes on a senior basis and all other obligations under this Indenture. Notwithstanding anything The Company shall not permit any Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee the contrary in this Section 9.06 Credit Agreement unless such Domestic Subsidiary (i) is a Guarantor or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9ii) to the extent the Company has delivered within five Business Days executes and delivers to the Trustee an Officer’s Certificate certifying that it has been advised by counsel and Agent a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Domestic Subsidiary shall, subject to applicable jurisdiction Gaming Laws, unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, interest and Additional Interest, if any, in respect of the necessity Notes on a senior basis and all other obligations under this Indenture. Each Guarantee shall be released in accordance with Article X. Maintenance of Office or Agency. The Company will maintain an office or agency where the Notes may be presented or surrendered for payment, where, if applicable, the Notes may be surrendered for registration of transfer or exchange. The corporate trust office of the Agent, which initially shall be located at U.S. Bank National Association, as Trustee, Registrar and ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇-▇▇-▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: ▇▇▇▇▇▇▇▇ ▇ ▇▇▇▇▇▇, Vice President, Phone: ▇▇▇-▇▇▇-▇▇▇▇, Facsimile: ▇▇▇-▇▇▇-▇▇▇▇, shall be such office or agency of the Company, unless the Company shall designate and maintain some other office or agency for one or more of such purposes. The Company will give prompt written notice to the Trustee and the Agent of any Applicable Guarantee Limitations change in the location of any such office or agency. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee and the Agent with the address thereof, such presentations and surrenders may be made or served at the corporate trust office of the Agent, and the Company hereby appoints the Agent as its agent to receive all such presentations and surrenders. The Company may also from time to time designate one or more other offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind any such designation. The Company will give prompt written notice to the Agent of any such designation or rescission and any Opinion change in the location of Counsel delivered any such other office or agency. Corporate Existence. Except as otherwise provided in connection this Article III, Article IV and Section 10.2(b) and the ability of the Company or a Restricted Subsidiary to convert (or similar action) to another form of legal entity under the laws of the jurisdiction under which the Company or the Restricted Subsidiary then exists, the Company will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence and the corporate, partnership, limited liability company or other existence of each Restricted Subsidiary; provided, however, that the Company shall not be required to preserve any such corporate, partnership, limited liability company or other existence of any Restricted Subsidiary if the respective Board of Directors or, with such amended or supplemental indenture pursuant respect to this Section 9.06 may rely on such Officer’s Certificate a Restricted Subsidiary, senior management of the Company determines that the preservation thereof is no longer desirable in the conduct of the business of the Company and each of its Restricted Subsidiaries, taken as a whole, and that the loss thereof is not, and will not be, disadvantageous in any material respect to the necessity of such Applicable Guarantee LimitationsHolders. [Reserved]. [Reserved].

Future Guarantors. If, after (a) If (a) the Issue Date, Issuer or any of its Restricted Subsidiaries acquires or creates any Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Guarantors existing Issue Date or (b) any Restricted Subsidiary of the Issuer becomes a borrower or a guarantor, on the Issue Date) becomes (including by Date or any time thereafter, with respect to the ABL Facility or any other indebtedness of the Issuer or any Subsidiary Guarantor, then, on the Issue Date or within 30 days of the date of such acquisition or creationsuch Subsidiary becoming a borrower or guarantor, as applicable, such Subsidiary must become a Subsidiary Guarantor and shall (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Subsidiary will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior secured basis and all other obligations under this Indenture, (ii) deliver to the Trustee an Opinion of Counsel to the effect that (x) such supplemental indenture and such Subsidiary Guarantee have been duly executed and authorized; and (y) such supplemental indenture and such Subsidiary Guarantee constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity; In the event that any Wholly Owned Domestic Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, or if any Excluded Subsidiary becomes a borrower under or a guarantor with respect to the ABL Facility or any other Indebtedness of the Issuer or any Subsidiary Guarantor, then within 45 days of the Company willdate of such event, such Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture substantially in the form of Exhibit C hereto and deliver an Opinion of Counsel to the Trustee to the effect that (x) such supplemental indenture and such Subsidiary Guarantee have been duly executed and authorized; and (y) such supplemental indenture and such Subsidiary Guarantee constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. (b) Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall also become a party to the Security Agreement and the other applicable Security Documents and the Registration Rights Agreement and shall as promptly as practicable execute and deliver such security instruments, Mortgages, financing statements, deeds of trust (in substantially in the same form as those executed delivered with respect to the Collateral on the Issue Date) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Collateral Agent a perfected first or second-priority security interest, as soon the case may be (subject to Permitted Liens), in properties and assets of the type constituting Collateral as reasonably practicable but no later than (A) if security for the Notes or the Subsidiary Guarantees and as may be necessary to have such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days property or asset added to the applicable Collateral as required under the Security Documents and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. (c) This Section 8.12 shall not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Notwithstanding In addition, notwithstanding anything to the contrary in this Section 9.06 or otherwise contained in this Indenture, neither the Issuer nor any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel its Restricted Subsidiaries shall be required to be delivered provide any Guarantee, pledge or asset support agreement that, in respect the reasonable judgment of the necessity of Issuer, would subject the Issuer to any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as adverse tax consequence due to the necessity application of such Applicable Section 956 of the Code. (d) Each Note Guarantee Limitationsshall be released in accordance with Section 10.2(d).

Future Guarantors. If, after On the Issue Date, any Parent and each of the Subsidiary (other than Guarantors will execute and deliver to the Guarantors existing Trustee a Guaranty Agreement pursuant to which Parent and each such Subsidiary Guarantor will fully and unconditionally Guarantee the Notes on an unsecured, senior basis. After the Issue Date) becomes , the Company will cause each domestic Restricted Subsidiary, other than Non-Material Subsidiaries and other than any Restricted Subsidiary prohibited from providing a Guarantee by any agreement governing Non-Recourse Indebtedness (including by acquisition or creation) a Subsidiary the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is not the borrower under any Non-Recourse Indebtedness), any joint venture agreement or the terms of any Co-investment Vehicle or any separate account or investment program managed, operated or sponsored by an Excluded Subsidiary or ceases to be an Excluded Investment Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture and deliver to the Trustee a Guaranty Agreement pursuant to Section 8.01(B) causing which such domestic Restricted Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to will Guarantee payment of the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations Notes on the same terms and conditions as those set forth in this Article 9) Indenture. A Restricted Subsidiary required to provide a Guaranty Agreement shall execute a supplemental indenture in the extent the Company has delivered form of Exhibit B, and deliver an Opinion of Counsel to the Trustee an Officer’s Certificate certifying to the effect that it the supplemental indenture has been advised duly authorized, executed and delivered by counsel in the applicable jurisdiction Restricted Subsidiary and constitutes a valid and binding obligation of the Guarantor as Restricted Subsidiary, enforceable against the Restricted Subsidiary in accordance with its terms (subject to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationscustomary exceptions).

Future Guarantors. If, (a) If the Company organizes or acquires any Domestic Restricted Subsidiary after the Issue DateDate having total assets with a book value in excess of $1.0 million (each a “New Domestic Restricted Subsidiary”), any the Company shall: (i) execute and deliver to the Trustee a supplemental indenture in form reasonably satisfactory to the Trustee pursuant to which each such New Domestic Restricted Subsidiary shall unconditionally guarantee all of the Company’s obligations under the Securities and this Indenture and (other than ii) deliver to the Guarantors existing on the Issue DateTrustee an Opinion of Counsel and Officers’ Certificate, each stating that each such supplemental indenture (a) becomes (including has been duly authorized, executed and delivered by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded such New Domestic Restricted Subsidiary, then the Company will(b) constitutes a legal, as soon as reasonably practicable but no later than (A) if valid, binding and enforceable obligation of such New Domestic Restricted Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (Bc) if complies with the applicable provisions of this Indenture and that all conditions precedent in this Indenture relating to such Subsidiary is a Foreign Subsidiary, twenty transaction have been satisfied; and (20iii) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such each New Domestic Restricted Subsidiary to promptly execute an amended and deliver to the Trustee a Guarantee or a joinder thereto. (b) After the execution of a supplemental indenture pursuant to clause (a) of this Section 8.01(B) causing 4.19, each such New Domestic Restricted Subsidiary to party thereto shall be a Guarantor for all purposes of this Indenture. Each New Domestic Restricted Subsidiary created or acquired in connection with the Acquisition shall become a Guarantor under this Indenture. Notwithstanding anything to Indenture on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to date the extent Acquisition is consummated and the Company has shall deliver or cause to be delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in and the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely Initial Purchasers on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationsdate each document required by Section 4.19(a) above.

Future Guarantors. If, (a) If after the Issue Date, Date any Wholly Owned Domestic Subsidiary of the Company (other than a Receivables Subsidiary and a Captive Insurance Subsidiary) guarantees any Indebtedness under the Guarantors existing on Credit Agreement or has outstanding or guarantees any other Indebtedness in excess of a De Minimis Guaranteed Amount or (b) if after the Issue Date) becomes (including by acquisition or creation) a Date any Significant Domestic Subsidiary of the Company that is not an Excluded a Wholly Owned Domestic Subsidiary or ceases to be an Excluded Subsidiaryguarantees any Indebtedness under the Credit Agreement, then such Subsidiary shall, if not already a Guarantor, execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Subsidiary shall guarantee the payment of the Securities. (a) If TRW Automotive Holdings or TRW Automotive Intermediate Holdings becomes engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of Capital Stock of the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded SubsidiaryTRW Automotive Intermediate Holdings, as applicable, cause such Subsidiary or acquires any assets that are material, other than Capital Stock of the Company or TRW Automotive Intermediate Holdings, as applicable, TRW Automotive Holdings or TRW Automotive Intermediate Holdings, as applicable, shall execute and deliver to execute an amended or the Trustee a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which TRW Automotive Holdings or TRW Automotive Intermediate Holdings, as applicable, shall guarantee the payment of the Securities. (b) In the event that the Guarantee of TRW Automotive Luxembourg is released pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor 10.02 and TRW Automotive Luxembourg thereafter guarantees Indebtedness under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this IndentureCredit Agreement, any amended or supplemental indenture entered into pursuant to this Section 9.06 TRW Automotive Luxembourg shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered execute and deliver to the Trustee an Officer’s Certificate certifying that it has been advised by counsel a supplemental indenture substantially in the applicable jurisdiction form of Exhibit B hereto pursuant to which TRW Automotive Luxembourg shall guarantee the payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsSecurities.

Future Guarantors. If, at any time after the Issue Date, any existing or future (a) Wholly Owned Domestic Restricted Subsidiary of the Company (other than any Excluded Subsidiary) guarantees any Indebtedness for borrowed money with an aggregate principal amount in excess of $250.0 million (any such Indebtedness, “Material Indebtedness”) measured individually or (b) any Foreign Subsidiary guarantees Indebtedness of the Guarantors existing on Company or any Guarantor under the Issue Date) becomes TLB Credit Agreement (including by acquisition any newly-acquired Restricted Subsidiary of the Company that has Incurred such Indebtedness for borrowed money or creationentered into such documentation at the time of acquisition) a Subsidiary that is not an Excluded Subsidiary other than (1) Indebtedness in connection with Qualified Receivables Transactions or ceases to be an Excluded SubsidiaryThird-Party Vendor Financing Programs or (2) intercompany Indebtedness, then the Company willsuch Restricted Subsidiary shall, as soon as reasonably practicable but no later than (A) if within 30 days from Incurring such Subsidiary is a Specified Domestic SubsidiaryIndebtedness, ten (10) Business Days and (B) if from entering into such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days documentation or after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiaryacquisition, as applicable, become a Guarantor of the Notes, execute a Guarantor Supplemental Indenture and deliver an Officer’s Certificate and opinion of counsel. The Company may otherwise elect at any time to have any Restricted Subsidiary become a Guarantor, in which case, the Company shall cause such Restricted Subsidiary to execute an amended or supplemental indenture and deliver to the Trustee a Guarantor Supplemental Indenture pursuant to Section 8.01(B) causing which such Restricted Subsidiary to shall become a Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Note Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationsother Guarantors.

Future Guarantors. IfIf the Company or any of its Subsidiaries acquires or creates a Subsidiary, other than a Special Purpose Financing Subsidiary, after the Issue Datedate of this Indenture, the Company will cause any such Subsidiary to (other than a) execute and deliver to the Trustee a supplement to this Indenture in accordance with the provisions of Article 11 of this Indenture, substantially in the form attached hereto as Exhibit E, pursuant to which such Subsidiary shall guarantee the Securities and the obligations of the Company thereunder and hereunder, on the same basis as the Guarantors existing on the Issue Datedate hereof and (b) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiarydeliver promptly, then the Company will, as soon as reasonably practicable but and in any event no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) 20 Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after following the date that on which such Subsidiary was acquiredacquired or created, formed or ceased to be an Excluded (provided that such Subsidiary, as applicable, cause or its successor is still in existence on such date) to the Trustee (i) the supplemental indenture executed by such Subsidiary referred to execute in (a) above, and (ii) an amended or Opinion of Counsel reasonably satisfactory to such Trustee to the effect that such supplemental indenture pursuant to Section 8.01(B) causing has been duly executed and delivered by such Subsidiary to become a Guarantor under and is in compliance with the terms of this Indenture. Notwithstanding anything Upon the execution of any such supplemental indenture, the obligations of the Guarantors and any such Subsidiary under their respective Guarantees shall become joint and several and each reference to the contrary "Guarantor" in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel Indenture shall be required deemed to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with refer to all Guarantors, including such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsSubsidiary.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Issuer will cause each Restricted Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company willIssuer or a Subsidiary Guarantor that (a) Incurs any Indebtedness under any of the XHR Credit Agreements, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiaryany Additional Pari Passu Lien Obligations, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture any other Indebtedness Incurred pursuant to Section 8.01(B4.08(d)(1) causing and/or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Issuer or any Subsidiary Guarantor under any of the XHR Credit Agreements, any Additional Pari Passu Lien Obligations, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuer or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit E hereto pursuant to which such Restricted Subsidiary to shall become a Subsidiary Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the extent other Subsidiary Guarantors; provided that this Section 4.17 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the Company has delivered to time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Notwithstanding the Trustee an Officer’s Certificate certifying foregoing, the Note Guarantee by a Subsidiary Guarantor that it has been advised by counsel in the applicable jurisdiction is a Restricted Subsidiary of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall Issuer will be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture automatically released pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.05 hereof.

Future Guarantors. If, (a) If (i) any additional direct or indirect Restricted Subsidiary of the Parent is formed or acquired after the Issue Date, Date (with any Subsidiary (other than Redesignation resulting in an Unrestricted Subsidiary becoming a Restricted Subsidiary being deemed to constitute the Guarantors existing on the Issue Dateacquisition of a Subsidiary) becomes (including by acquisition or creation) and such Subsidiary qualifies as a Subsidiary that is Guarantor or (ii) any person qualifies (but did not an Excluded previously qualify) as a Subsidiary or ceases to be an Excluded SubsidiaryGuarantor, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) within 15 Business Days after the date that such Restricted Subsidiary is formed or acquired (or first becomes subject to such requirement) (or such longer period as the First Lien Collateral Agent may agree in its sole discretion), notify the First Lien Collateral Agent thereof and, within 20 Business Days (in the case of a Domestic Subsidiary) or 60 days (in the case of a Foreign Subsidiary) after the date such Subsidiary was acquired, is formed or ceased acquired (or first becomes required to be a Subsidiary Guarantor) or such longer period as the First Lien Collateral Agent may agree in its sole discretion, cause the Collateral and Guarantee Requirement to be satisfied with respect to such Restricted Subsidiary and with respect to any Equity Interest in or Indebtedness of such Restricted Subsidiary owned by or on behalf of any Notes Party. (b) Each Guarantee will be subject to such prudential limitations as the Issuer may in good faith determine to add to the terms of such Guarantee and limitations under applicable law and limited to an amount not to exceed the maximum amount that can be guaranteed by the applicable Guarantor without (i) rendering the Guarantee, as it relates to such Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally or under any applicable mandatory corporate law, (ii) resulting in any breach of corporate benefit, financial assistance, preference, thin capitalization laws, retention of title claims, capital maintenance rules, general statutory limitations, or the laws or regulations (or analogous restrictions) of any applicable jurisdiction or any similar principles which may limit the ability of any Foreign Subsidiary to provide a guarantee or may require that the guarantee be limited by an amount or scope or otherwise or (iii) resulting, without corresponding limitations, in any (x) material risk to the officers of the applicable Guarantor of contravention of their fiduciary duties or any legal prohibition and/or (y) risk to the officers of the applicable Guarantor of civil or criminal liability (all such limitations applicable to a given Guarantee, the “Applicable Guarantee Limitations”). (c) Notwithstanding anything contained in this Indenture to the contrary, a transfer of First Lien Collateral from any Notes Party organized in a Qualified Jurisdiction to a Subsidiary Guarantor that is not organized in a Qualified Jurisdiction shall, for purposes of Section 4.05 and Section 4.07, be deemed to be an Excluded Subsidiary, Investment in a Restricted Subsidiary that is not a Notes Party and shall be justified as applicable, cause such Subsidiary to execute an amended or supplemental indenture same pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this IndentureSections. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtherein, no Opinion of Counsel neither Mallinckrodt Holdings GmbH nor Sucampo Finance Inc. shall be required to be delivered a Subsidiary Guarantor or guarantor in respect of any way except to the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture extent expressly required pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations4.32.

Future Guarantors. If(a) The Company shall cause each Person that becomes a Wholly-Owned Restricted Subsidiary, other than any Immaterial Subsidiary, after the Issue Date, and may at its option cause any other Restricted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will, subject to Section 4.15(d), irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under this Indenture on a senior second lien secured basis. (other than b) Each Restricted Subsidiary that becomes a Guarantor will also, solely to the Guarantors existing extent such Guarantor is required to grant security in favour of the Senior Agent, become a party to or deliver the applicable Collateral Documents and shall, as promptly as practicable, execute and/or deliver such security instruments, financing statements, certificates, and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue DateDate (but of no greater scope)) becomes (including by acquisition as may be necessary to vest in the Collateral Agent a perfected Second Ranking Lien in all personal property that constitutes Collateral for the Notes or creation) a Subsidiary that is not an Excluded Subsidiary or ceases the Note Guarantees and as may be necessary to be an Excluded Subsidiary, then have such Property added to the Company will, Collateral as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days required under the Collateral Documents and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. , and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the same force and effect. (c) Each Note Guarantee shall be released in accordance with Section 11.06. (d) Notwithstanding anything to the contrary in this Section 9.06 or otherwise contained in this Indenture, any amended or supplemental indenture entered into future Note Guarantee provided pursuant to this Section 9.06 4.15 by a Guarantor that is organized in a jurisdiction located outside of Canada or the United States may be a Limited Guarantee if the Board of Directors or Senior Management, in consultation with local counsel, makes a reasonable determination that such limitations are required due to legal requirements within such jurisdiction, provided that if any such Guarantor provides a guarantee in favour of the Senior Agent and the Senior Lenders under the Credit Facility that is broader in scope than its Limited Guarantee, such Guarantor shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) also guarantee the Notes to the same extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationsits Note Guarantee.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Issuer will cause each Wholly Owned Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary and, in each case, is not an Excluded Subsidiary and that guarantees or ceases becomes a borrower under the New Term Loan Credit Agreement to be an Excluded Subsidiary, then execute and deliver to the Company will, as soon as reasonably practicable but no later than (A) if Trustee and the Collateral Agent a supplemental indenture substantially in the form of Exhibit C hereto within 20 Business Days of the date of providing such guarantee under the New Term Loan Credit Agreement pursuant to which such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days will guarantee payment of the Notes and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor other Notes Obligations under this Indenture. Notwithstanding anything Each Guarantee by a Subsidiary will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary without rendering the Guarantee, as it relates to such Subsidiary, voidable under applicable Law relating to fraudulent conveyance, fraudulent transfer, preference, transfer at undervalue or similar Laws affecting the rights of creditors generally. Each Person that becomes a Guarantor after the Issue Date shall also become a party to the contrary applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments and financing statements (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Collateral Agent a perfected first-priority security interest (subject to Liens permitted under Section 9.06 4.12 and the definition of “Permitted Liens”) in properties and assets that constitute Fixed Asset Collateral and a perfected second-priority security interest (subject to Liens permitted under Section 4.12 and the definition of “Permitted Liens”) in properties and assets that constitute Current Asset Collateral, in either case, as security for such Guarantor’s Guarantee and as may be necessary to have such property or otherwise in asset added to the Collateral as required under the Security Documents and this Indenture, any amended or supplemental indenture entered into pursuant to and thereupon all provisions of this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) Indenture relating to the extent the Company has delivered Collateral shall be deemed to relate to such properties and assets to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in same extent and with the applicable jurisdiction of the Guarantor as to necessity of such Applicable same force and effect. Each Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered released in respect accordance with the provisions of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations12.02.

Future Guarantors. If(a) Upon the consummation of the Acquisition, after the Issue DateIssuer shall cause the SD Guarantor to (i) execute and deliver to the Trustee a supplemental indenture, any Subsidiary (other than pursuant to which the Guarantors existing SD Guarantor shall Guarantee payment of the Notes on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, same terms and conditions as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise those set forth in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations and (in addition to applicable limitations set forth in this Article 9ii) to the extent the Company has delivered deliver to the Trustee an Officer’s Certificate certifying Opinion of Counsel (which may contain customary exceptions) that it such supplemental indenture complies with the requirements of this Section 4.11 and has been advised duly authorized, executed and delivered by counsel in the applicable jurisdiction SD Guarantor and constitutes a legal, valid, binding and enforceable obligation of the SD Guarantor. (b) The Issuer shall not cause or permit (a) any of its Wholly Owned Subsidiaries to Guarantee any Credit Facility Indebtedness or capital markets debt securities of the Issuer or any Guarantor as or (b) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a CFC Holdco) to necessity of such Applicable Guarantee Limitations. For Incur (other than any Guarantee) Credit Facility Indebtedness or capital markets debt securities (for the avoidance of doubt, no other than the Convertible Notes), in each case, unless such Subsidiary is a Guarantor or within 30 days thereof executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors, delivers to the Collateral Agent such joinders, amendments or supplements to the Collateral Documents as shall be necessary to provide for a valid and perfected first priority Liens on such Restricted Subsidiary’s assets constituting Collateral to secure such Guarantee on terms described in the Collateral Documents and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement and each applicable Collateral Document has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Restricted Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Restricted Subsidiary shall not be required to be delivered comply with the 30-day period described in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations4.11.

Future Guarantors. IfParent shall not permit any of its domestic Wholly Owned Subsidiaries that are Restricted Subsidiaries (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiary guarantees Indebtedness under the North American Revolving Credit Facility or Capital Markets Indebtedness of the Issuer or any Guarantor), after the Issue Date, any Subsidiary (other than the Guarantors existing on Issuer, a Guarantor or an Excluded Subsidiary, to guarantee the Issue Datepayment of (i) becomes any Indebtedness of the Issuer or any Guarantor under the Credit Facilities incurred under clause (including i) of Section 4.03(b) or (ii) any Capital Markets Indebtedness of the Issuer or any Guarantor having an aggregate principal amount outstanding in excess of $50.0 million, unless: (i) such Restricted Subsidiary within 30 days (i) executes and delivers a supplemental indenture to this Indenture providing for a Guarantee by acquisition such Restricted Subsidiary, except with respect to a Guarantee of Indebtedness of the Issuer or creationany Guarantor if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor's Guarantee, any such Guarantee by such Restricted Subsidiary with respect to such Indebtedness will be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Guarantor's Guarantee and (ii) executes and delivers a supplement or joinder to the Security Documents or new Security Documents and takes all actions required thereunder to perfect the Liens created thereunder; and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other applicable rights against Parent or any Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.11 will not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. Parent may elect, in its sole discretion, to cause any Subsidiary that is not an Excluded Subsidiary or ceases otherwise required to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary Guarantor to become a Guarantor under this Indenture. Notwithstanding anything to the contrary Guarantor, in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of which case such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall Subsidiary will not be required to comply with clause (i) or (ii) above and such Guarantee may be delivered released at any time in respect Parent's sole discretion. Notwithstanding the foregoing, each such Guarantee may be limited as necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of the necessity of any Applicable creditors generally) or other considerations under applicable law. Each Guarantee Limitations and any Opinion of Counsel delivered shall be released in connection accordance with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.03.

Future Guarantors. If, after If any Restricted Subsidiary of the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary Company that is not an Excluded Subsidiary a Guarantor (the “New Guarantor”) Guarantees, assumes or ceases in any other manner becomes liable with respect to be an Excluded SubsidiaryIndebtedness of the Company or any Guarantor (the “Other Indebtedness”), then the Company willshall and shall cause the New Guarantor to, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, within ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after of the date that such Subsidiary was acquiredof the New Guarantor’s Guarantee or assumption of the Other Indebtedness, formed or ceased execute and deliver to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or the Trustee a supplemental indenture in the form of Exhibit D attached hereto or otherwise satisfactory to the Trustee pursuant to Section 8.01(B) causing such Subsidiary to which the New Guarantor shall become a Guarantor and Guarantee the obligations of the Company under this IndentureIndenture and the Notes on a senior subordinated basis. Notwithstanding anything to Concurrently with the contrary in this Section 9.06 or otherwise in this Indentureexecution and delivery of such supplemental indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered shall deliver to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required and an Officers’ Certificate to be the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in respect a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee may reasonably request. Upon the release, termination or satisfaction of the necessity New Guarantor’s Guarantee or assumption of any Applicable all Other Indebtedness (other than a release, termination or satisfaction as a result of payment under such Guarantee), the New Guarantor’s Subsidiary Guarantee Limitations shall automatically be released and any Opinion terminated. Upon request of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity New Guarantor, the Trustee shall provide written evidence of such Applicable Guarantee Limitationsrelease and termination.

Future Guarantors. If, after If any Restricted Subsidiary of the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary Company that is not an Excluded Subsidiary a Guarantor (the “New Guarantor”) Guarantees, assumes or ceases in any other manner becomes liable with respect to be an Excluded SubsidiaryIndebtedness of the Company or any Guarantor (the “Other Indebtedness”), then the Company willshall and shall cause the New Guarantor to, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, within ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after of the date that such Subsidiary was acquiredof the New Guarantor’s Guarantee or assumption of the Other Indebtedness, formed or ceased execute and deliver to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or the Trustee a supplemental indenture in the form of Exhibit D attached hereto or otherwise satisfactory to the Trustee pursuant to Section 8.01(B) causing such Subsidiary to which the New Guarantor shall become a Guarantor and Guarantee the obligations of the Company under this IndentureIndenture and the Notes on a senior basis. Notwithstanding anything to Concurrently with the contrary in this Section 9.06 or otherwise in this Indentureexecution and delivery of such supplemental indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered shall deliver to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required and an Officers’ Certificate to be the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in respect a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee may reasonably request. Upon the release, termination or satisfaction of the necessity New Guarantor’s Guarantee or assumption of any Applicable all Other Indebtedness (other than a release, termination or satisfaction as a result of payment under such Guarantee), the New Guarantor’s Subsidiary Guarantee Limitations shall automatically be released and any Opinion terminated. Upon request of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity New Guarantor, the Trustee shall provide written evidence of such Applicable Guarantee Limitationsrelease and termination.

Future Guarantors. If, after the Issue Date, (a) Promptly upon any person becoming a direct or indirect Domestic Subsidiary (other than a Domestic Subsidiary that would not be a Designated Subsidiary, or that would be a Non-Material Subsidiary) or upon a Domestic Subsidiary that is a Designated Subsidiary no longer meeting the Guarantors existing on the Issue Date) becomes (including by acquisition criteria for being a Non-Material Subsidiary, or creation) upon a Domestic Subsidiary that is not an Excluded a Non-Material Subsidiary or ceases to be an Excluded becoming a Designated Subsidiary, then (i) such new or existing Domestic Subsidiary shall execute a guarantee of all of the Company willobligations owing to the Lenders hereunder, substantially in the form of the Supplemental Guarantee attached hereto as soon Exhibit H-1, and enter into a Supplemental Securities Pledge Agreement (under which shares of any Foreign Subsidiary pledged by ASI or any Domestic Subsidiary to secure Domestic Obligations will not exceed 65% of such Foreign Subsidiary's voting capital) in respect of its obligations under such Supplemental Guarantee in such forms as the Administrative Agent may reasonably practicable but no later than require, to the fullest extent permitted by applicable law, and (Aii) if Holding and ASI shall ensure that Holding, ASI or any Subsidiary holding shares of capital stock of, or ownership interests in, such new or existing Domestic Subsidiary shall (unless Holding, ASI or such Subsidiary is already a Specified Domestic Subsidiary, ten (10) Business Days Subsidiary Guarantor and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything shares are pledged to the contrary Collateral Agent under an existing Security Document) enter into a Supplemental Guarantee substantially in the form of Exhibit H-1 and a Supplemental Securities Pledge Agreement, in such form as the Administrative Agent may reasonably require, with such changes in each thereof as shall be permitted by Section 10.10 or required by this Section 9.06 5.11 (all such Supplemental Guarantees and Supplemental Securities Pledge Agreements collectively the "Supplemental Documents"); provided that no new Supplemental Document shall be required, or otherwise in this Indenturethe form of such Supplemental Document shall be modified, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent required to avoid (x) any violation of applicable law or material risk thereof or (y) any violation of the Company has delivered provisions of any joint venture or other material agreement governing or binding such Domestic Subsidiary or other Subsidiary or any material risk thereof. Any Domestic Subsidiary or other Subsidiary that cannot execute a Supplemental Document or whose Supplemental Document must be amended for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the applicable contractual restriction enter into a Supplemental Document or amend the existing Supplemental Document to comply with this Section 5.11(a) in a manner satisfactory to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction Administrative Agent. Notwithstanding any other provision of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtthis paragraph (a), no Opinion of Counsel Finance Subsidiary or Unified Receivables Company shall be required to execute or deliver any Supplemental Document. (b) Promptly upon any person becoming a direct or indirect Foreign Subsidiary (other than a Foreign Subsidiary that would not be delivered a Designated Subsidiary, or that would be a Non-Material Subsidiary) or upon a Foreign Subsidiary that is a Designated Subsidiary no longer meeting the criteria for being a Non-Material Subsidiary, or upon a Foreign Subsidiary that is not a Non-Material Subsidiary becoming a Designated Subsidiary, (i) such new or existing Foreign Subsidiary shall execute a guarantee of all of the obligations (other than the Domestic Obligations) owing to the Lenders hereunder, substantially in the form of the Supplemental Guarantee attached hereto as Exhibit H-2 and enter into a Supplemental Securities Pledge Agreement in such form as the Administrative Agent may reasonably require in respect of its obligations under such Supplemental Guarantee, (ii) Holding and ASI shall procure that Holding, ASI or any Subsidiary holding shares of capital stock of, or other ownership interests in, such new or existing Foreign Subsidiary shall (unless Holding, ASI or such Subsidiary is already a Subsidiary Guarantor and such shares are pledged to the necessity Collateral Agent under an existing Security Document) enter into a Supplemental Guarantee and a Supplemental Securities Pledge Agreement in such form as the Administrative Agent may reasonably require, which agreement shall, subject to the proviso below, grant a perfected security interest in the capital stock of, or other ownership interests in, any Subsidiary held by Holding, ASI or such Subsidiary (to the fullest extent permitted by applicable law but under which shares of any Applicable Guarantee Limitations such Foreign Subsidiary pledged by a 82 77 Foreign Subsidiary will not secure Domestic Obligations and shares of any Opinion such Foreign Subsidiary pledged by ASI or a Domestic Subsidiary will not secure Domestic Obligations to the extent such shares exceed 65% of Counsel delivered in connection the issuer's voting capital) with such amended changes in each thereof as are permitted by Section 10.10 or supplemental indenture pursuant to required by this Section 9.06 may rely on 5.11 (all such Officer’s Certificate as Supplemental Guarantees and Supplemental Securities Pledge Agreements being collectively called the "Foreign Supplemental Documents"); provided that no new Foreign Supplemental Document shall be required or the form of such Foreign Supplemental Document shall be modified, to the necessity extent required to avoid (v) any violation of applicable law, (w) liability of the officers, directors or shareholders of such Applicable Guarantee LimitationsForeign Subsidiary, (x) violation of the provisions of any joint venture or other material agreement governing or binding such Foreign Subsidiary or its subsidiaries, (y) material risk of any of the foregoing or (z) costs which the Administrative Agent shall determine to be excessive in relation to the benefits that would be conferred by such Foreign Supplemental Document. Any Foreign Subsidiary that cannot execute a Foreign Supplemental Document or whose Foreign Supplemental Document must be modified for the foregoing reasons shall promptly upon any change of law or waiver or lapse of the applicable contractual restriction enter into a Foreign Supplemental Document or amend the existing Foreign Supplemental Document to comply with this Section 5.11(b) in a manner satisfactory to the Administrative Agent.

Future Guarantors. If, after the Issue Date, any The Issuer shall cause each Wholly Owned Restricted Subsidiary (and non-Wholly Owned Subsidiaries if such non-Wholly Owned Subsidiaries guarantee other capital markets debt securities of the Issuer), other than a Guarantor, that guarantees any Indebtedness of the Guarantors existing on the Issue Date) becomes (including by acquisition Issuer or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiaryany other Guarantor, then the Company willif any, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered and deliver to the Trustee an Officer’s Certificate certifying that it has been advised by counsel a supplemental indenture substantially in the form of Exhibit C-1 hereto pursuant to which such Restricted Subsidiary shall guarantee the Issuer’s Obligations under the Notes and this Indenture; it being understood and agreed that for any such Restricted Subsidiary organized under the laws of Belgium, Germany or Luxembourg that otherwise executes a supplemental indenture and provides a Guarantee, such supplemental indenture shall contain the applicable jurisdiction of the Guarantor limitations as to necessity such Guarantee substantially in the form included in the supplemental indenture attached as Exhibit C-2 hereto. If following the date of such Applicable Guarantee Limitations. For this Indenture and notwithstanding anything in Section 9.02 to the avoidance contrary, any Restricted Subsidiary incorporated, organized or formed, as the case may be, under the laws of doubt, no Opinion of Counsel any jurisdiction outside the United States shall be required to be delivered execute a Guarantee and the Issuer shall reasonably determine that Section 10.02 or any applicable provision set forth in respect Exhibit C-2 hereto shall not adequately address the limitations on such Guarantee imposed by applicable law of the necessity jurisdiction of incorporation, organization or formation, as the case may be, of any Applicable Guarantee Limitations and such future Guarantor, then the Issuer shall be entitled to amend such clauses or add such additional provisions (including any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant related modifications to a supplement to this Section 9.06 Indenture or a Guarantee, substantially in the form of Exhibit C-1 hereto), as the case may rely on such Officer’s Certificate as be, in order for the Guarantee of a Guarantor not to the necessity of such Applicable Guarantee Limitationsso violate applicable law.

Future Guarantors. If(a) Upon the consummation of the Acquisition, after the Issue DateIssuer shall cause the SD Guarantor to (i) execute and deliver to the Trustee a supplemental indenture, any Subsidiary (other than pursuant to which the Guarantors existing SD Guarantor shall Guarantee payment of the Notes on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiary, then the Company will, same terms and conditions as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise those set forth in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations and (in addition to applicable limitations set forth in this Article 9ii) to the extent the Company has delivered deliver to the Trustee an Officer’s Certificate certifying Opinion of Counsel (which may contain customary exceptions) that it such supplemental indenture complies with the requirements of this Section 4.11 and has been advised duly authorized, executed and delivered by counsel in the applicable jurisdiction SD Guarantor and constitutes a legal, valid, binding and enforceable obligation of the SD Guarantor. (b) The Issuer shall not cause or permit (a) any of its Wholly Owned Subsidiaries to Guarantee any Credit Facility Indebtedness or capital markets debt securities of the Issuer or any Guarantor as or (b) any of its Restricted Subsidiaries (other than a Foreign Subsidiary or a CFC Holdco) to necessity of such Applicable Guarantee Limitations. For Incur (other than any Guarantee) Credit Facility Indebtedness or capital markets debt securities (for the avoidance of doubt, no other than the Convertible Notes), in each case, unless such Subsidiary is a Guarantor or within 30 days thereof executes and delivers to the Trustee a Guarantee Agreement pursuant to which such Restricted Subsidiary will Guarantee payment of the Notes on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors and delivers to the Trustee an Opinion of Counsel (which may contain customary exceptions) that such Guarantee Agreement has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary. The Issuer may elect, in its sole discretion, to cause any Restricted Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Restricted Subsidiary shall not be required to be delivered comply with the 30­day period described in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations4.11.

Future Guarantors. If(a) None of the Operating Subsidiaries shall be required to execute or deliver to the Trustee any Guarantee; provided, after however, that each of the Operating Subsidiaries hereby agrees, and each of the Company and SHHL hereby agrees, jointly and severally, following a change in PRC law or interpretation in PRC law by which the Operating Subsidiaries are permitted to grant a Guarantee in respect of the obligations of the Company under the Notes and this Indenture, to execute and deliver to the Trustee a Guarantee to the fullest extent permitted under then applicable laws (including the laws of the PRC) and subject to obtaining all necessary Governmental Approvals; provided, that, where Company delivers an Officer’s Certificate which references advice received from the Company’s accountants to the effect that the grant of such Guarantee would be the direct and sole cause requiring such Operating Subsidiary to separately file audited financial statements pursuant to Regulation S-X (or its equivalent or successor provision) on an ongoing basis and such Operating Subsidiary is not already filing such financial statements, the obligation of such Operating Subsidiary to grant a Guarantee pursuant to this paragraph (a) shall be suspended for so long as the grant of such Guarantee would be the direct and sole cause requiring such Operating Subsidiary to file such financial statements. (b) Subject to paragraph (c) below, the Company shall cause each Person that becomes a Subsidiary following the Issue DateDate to execute and deliver to the Trustee a Guarantee at the time such Person becomes a Subsidiary, any Subsidiary (other than to the Guarantors existing on the Issue Date) becomes fullest extent permitted by applicable laws (including by acquisition or creationthe laws of the PRC) and subject to obtaining all necessary Governmental Approval. (c) Paragraph (b) shall only apply to a Subsidiary that is not an Excluded Subsidiary incorporated in the PRC following a change in PRC law or ceases to be an Excluded Subsidiary, then the Company will, as soon as reasonably practicable but no later than (A) if interpretation in PRC law by which such Subsidiary is permitted to grant a Specified Domestic Subsidiary, ten (10) Business Days Guarantee in respect of the obligations of the Company under the Notes and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 whereupon such future PRC Subsidiaries shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered execute and deliver to the Trustee an equivalent Guarantee in accordance with paragraph (b) above; provided, that, where Company delivers an Officer’s Certificate certifying which references advice received from the Company’s accountants to the effect that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity grant of such Applicable Guarantee Limitations. For would be the avoidance direct and sole cause requiring such Subsidiary to separately file audited financial statements pursuant to Regulation S-X (or its equivalent or successor provision) on an ongoing basis and such Subsidiary is not already filing such financial statements, the obligation of doubt, no Opinion of Counsel such Subsidiary to grant a Guarantee pursuant to paragraph (b) above shall be required to be delivered in respect of suspended for so long as the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity grant of such Applicable Guarantee Limitationswould be the direct and sole cause requiring such Operating Subsidiary to file such financial statements.

Future Guarantors. If, after the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a The Company will cause each Restricted Subsidiary that is not then an Excluded Issuer or a Subsidiary or ceases to be an Excluded SubsidiaryGuarantor that (a) Incurs any Indebtedness under the Park Credit Agreement, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture any other Indebtedness incurred pursuant to Section 8.01(B4.08(d)(1) causing or any Capital Markets Indebtedness or (b) Guarantees any Indebtedness of the Issuers or any Subsidiary Guarantor under the Park Credit Agreement, any other Indebtedness incurred pursuant to Section 4.08(d)(1) or any Capital Markets Indebtedness of the Issuers or any other Subsidiary Guarantor, to, within 20 Business Days thereof, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D hereto pursuant to which such Restricted Subsidiary to shall become a Subsidiary Guarantor under this Indenture. Notwithstanding anything to Indenture providing for a Guarantee by such Restricted Subsidiary on the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations same terms and conditions as those set forth in this Article 9) Indenture and applicable to the other Subsidiary Guarantors; provided that this Section 4.18 will not be applicable to any Guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and that was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or to any Guarantee by any Restricted Subsidiary of Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor outstanding as of the Issue Date or any Refinancing thereof to the extent required by the terms of such Indebtedness. Notwithstanding the foregoing, the Note Guarantee by a Subsidiary Guarantor that is a Restricted Subsidiary of the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall will be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture automatically released pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations10.05 hereof.

Future Guarantors. If, after the Issue Date, (a) If Azul forms or acquires any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary that is not an Excluded Subsidiary, or any Subsidiary or which is not a Guarantor ceases to be constitute an Excluded Subsidiary, on or after the Issue Date, then the Company willAzul will promptly, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days in any event within 75 days after the date that of such Subsidiary was acquiredformation, formed acquisition or ceased to be an Excluded Subsidiary, as applicable, cessation (x) cause each such Subsidiary to execute an amended or a supplemental indenture to this Indenture pursuant to Section 8.01(Bwhich such Subsidiary shall unconditionally guarantee the Notes pursuant to one or more Note Guarantees, and the Issuer and such Subsidiary shall deliver to the Trustee such supplemental indenture, together with an Officers’ Certificate and Opinion of Counsel and (y) causing cause each such Subsidiary to become execute and deliver such Collateral Documents as shall be necessary to vest in the relevant Collateral Agent a Guarantor under this Indenture. Notwithstanding anything security interest in the property and assets of the type over which a Lien has been granted on the Issue Date (which such security interest shall be required to be perfected within 120 days) (other than Excluded Assets) of such Subsidiary and to have such property and assets (but subject to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9the Collateral Documents) added to the extent the Company has delivered Collateral, and thereupon all provisions of this Indenture relating to the Trustee an Officer’s Certificate certifying that it has been advised by counsel Collateral shall be deemed to relate to such property and assets, and deliver certificates and Opinions of Counsel consistent with the ones delivered in the applicable jurisdiction in connection with other Collateral Documents or in the case of the Guarantor any jurisdiction where no Liens were previously granted, such certificates and Opinions of Counsel as to necessity of are customary in such Applicable Guarantee Limitations. For jurisdictions; provided, that, for the avoidance of doubt, no Opinion of Counsel Excluded Subsidiary shall be required to become a Guarantor or be delivered in respect of the necessity of required to execute any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as or documentation described in the foregoing. (b) Notwithstanding the foregoing, the Note Guarantees shall be limited to the necessity of such Applicable maximum amount that would not render the Guarantors’ respective obligations subject to avoidance under applicable fraudulent conveyance laws. (c) Each Note Guarantee Limitationsshall be released in accordance with Section 10.08.

Future Guarantors. If, (a) If on or after the Issue Date, any Date (1) a Wholly Owned Domestic Subsidiary (other than the Guarantors existing on the Issue Datean Immaterial Subsidiary) becomes (including by acquisition or creation) a Subsidiary that is not a Guarantor Guarantees the Credit Agreement, or (2) the Issuer or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Domestic Subsidiary (other than an Excluded Immaterial Subsidiary) and such Wholly Owned Domestic Subsidiary or ceases to be an Excluded SubsidiaryGuarantees the Credit Agreement, then then, in each case, the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, Issuer shall cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Wholly Owned Domestic Subsidiary to become a Guarantor under this Indenture. Notwithstanding anything to and execute and deliver (within five Business Days of guaranteeing the contrary in this Section 9.06 Credit Agreement or otherwise in this Indenturebecoming a Wholly Owned Domestic Subsidiary, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9as the case may be) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel a supplemental indenture substantially in the applicable jurisdiction form of Exhibit C hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, interest and Additional Interest, if any, in respect of the necessity of Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer shall not permit any Applicable Wholly Owned Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee Limitations the Credit Agreement unless such Wholly Owned Domestic Sub- sidiary (i) is a Guarantor or (ii) within five Business Days executes and any Opinion of Counsel delivered in connection with such amended or delivers to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto, pursuant to which such Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on a senior basis and all other obligations under this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Indenture. (c) Each Guarantee Limitations.shall be released in accordance with Article X.

Future Guarantors. If, after If any Restricted Subsidiary of the Issue Date, any Subsidiary (other than the Guarantors existing on the Issue Date) becomes (including by acquisition or creation) a Subsidiary Company that is not an Excluded Subsidiary a Guarantor (the “New Guarantor”) Guarantees, assumes or ceases in any other manner becomes liable with respect to be an Excluded SubsidiaryIndebtedness of the Company or any Guarantor (the “Other Indebtedness”), then the Company willshall and shall cause the New Guarantor to, as soon as reasonably practicable but no later than (A) if within ten Business Days of the date of the New Guarantor’s Guarantee or assumption of the Other Indebtedness, execute and deliver to the Trustee a supplemental indenture in the form of Exhibit D attached hereto or otherwise satisfactory to the Trustee pursuant to which the New Guarantor shall become a Guarantor and Guarantee the obligations of the Company under this Indenture and the Notes on a senior basis. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is a Specified Domestic Subsidiarylegal, ten valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee may reasonably request. Upon the release, termination or satisfaction of the New Guarantor’s Guarantee or assumption of all Other Indebtedness (10) Business Days other than a release, termination or satisfaction as a result of payment under such Guarantee), the New Guarantor’s Subsidiary Guarantee shall automatically be released and (B) if terminated. Upon request of the New Guarantor, the Trustee shall provide written evidence of such release and termination. The Subsidiary Guarantee of any Guarantor that is not a Foreign SubsidiaryNew Guarantor shall be released and terminated upon written notice from the Company to the Trustee if, twenty (20) Business Days after at the date that time of such notice, such Restricted Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary would have no obligation to become a Guarantor under this Indenturecovenant. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indentureforegoing, the Subsidiary Guarantee of any amended or supplemental indenture entered into pursuant to this Section 9.06 Guarantor shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction not be released and terminated as a result of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect termination of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee LimitationsCredit Agreement.

Future Guarantors. If, after (a) The Issuer shall cause each Restricted Subsidiary that Guarantees any Indebtedness of the Issue Date, Issuer or any Subsidiary (other than of the Guarantors existing (excluding a Guarantee of Indebtedness of a Non-Guarantor Restricted Subsidiary issued by a Non-Guarantor Restricted Subsidiary) to execute and deliver to the Trustee a Supplemental Indenture pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any and interest on the Issue DateNotes on a senior or pari passu basis and all other obligations under this Indenture, unless such other Indebtedness is Senior Debt, in which case the Guarantee may be subordinated to the guarantee of such Senior Debt to the same extent as the Notes are subordinated to such Senior Debt. (b) becomes Notwithstanding Section 4.11(a), in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of (including by acquisition or creation1) a Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded Subsidiaryeach Credit Agreement and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries, then the Company will, as soon as reasonably practicable but no later than (A) if Guarantee of such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days Guarantor shall be automatically and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date unconditionally released or discharged; provided that such Restricted Subsidiary was acquired, formed has not incurred any Indebtedness or ceased to be an Excluded Subsidiary, issued any Preferred Stock in reliance on its status as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under Section 4.03 unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries under Section 4.03(b). (c) Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of creditors generally. Each Guarantee shall be released in accordance with Article Ten of this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in the applicable jurisdiction of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubt, no Opinion of Counsel shall be required to be delivered in respect of the necessity of any Applicable Guarantee Limitations and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitations.

Future Guarantors. If, after (a) If the Issue Date, Company or any of its Restricted Subsidiaries acquires or creates another Wholly Owned Domestic Subsidiary (other than the Guarantors existing an Excluded Subsidiary) on or after the Issue Date) becomes (including by acquisition Date or creation) a if any Wholly Owned Domestic Subsidiary that is not an Excluded Subsidiary or ceases to be an Excluded SubsidiarySubsidiary then, then the Company will, as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after within 45 days of the date that of such Subsidiary was acquired, formed acquisition or ceased to be an Excluded Subsidiarycreation, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to must become a Guarantor under this Indenture. Notwithstanding anything to the contrary in this Section 9.06 or otherwise in this Indenture, any amended or and execute a supplemental indenture entered into pursuant to this Section 9.06 shall include any Applicable Guarantee Limitations (substantially in addition to applicable limitations set forth in this Article 9) to the extent the Company has delivered to the Trustee form of Exhibit C hereto and deliver an Officer’s Certificate certifying that it has been advised by counsel in to the applicable jurisdiction of the Guarantor Trustee as to necessity the satisfaction of all conditions precedent to such Applicable Guarantee Limitationsexecution under this Indenture. For the avoidance of doubt, no Opinion opinion of Counsel counsel shall be required to be delivered to the Trustee in connection with the execution of such supplemental indenture. (b) The Company will not permit any of its Restricted Subsidiaries, directly or indirectly, to guarantee any other Indebtedness of the Company or any Guarantor (including, but not limited to, any Indebtedness under any Debt Facility) unless such Restricted Subsidiary is a Guarantor or substantially simultaneously executes and delivers a supplemental indenture substantially in the form of Exhibit C hereto providing for the guarantee of the payment of the Notes by such Restricted Subsidiary, which guarantee shall be (i) senior in right of payment to such Restricted Subsidiary’s guarantee of such other Indebtedness if such other Indebtedness is by its express terms subordinated in right of payment to the Notes or such guarantee of the Notes and (ii) pari passu in right of payment with such Restricted Subsidiary’s guarantee of such other Indebtedness if otherwise. (c) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the New ABL Revolving Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the necessity obligations of any Applicable such other Guarantor under its Note Guarantee Limitations or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (d) Each Restricted Subsidiary that becomes a Guarantor on or after the Issue Date shall also become a party to the Collateral Documents and the Intercreditor Agreement and any Opinion Junior Lien Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of Counsel delivered trust and certificates as may be necessary to vest in connection with the Notes Collateral Agent a perfected first or second priority security interest, as the case may be, (subject to Permitted Liens) upon all its properties and assets (other than Excluded Assets) as security for the Notes Obligations and as may be necessary to have such amended property or supplemental indenture pursuant to this Section 9.06 may rely on such Officer’s Certificate as asset added to the necessity Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such Applicable Guarantee Limitationsproperties and assets to the same extent and with the same force and effect; provided, however, that if granting such first or second priority security interest, as the case may be, in any such property or asset requires the consent of a third party, the Company will use commercially reasonable efforts to obtain such consent for the benefit of the Notes Collateral Agent on behalf of the Notes Secured Parties.

Future Guarantors. If(a) The Company shall cause each Person that becomes a Wholly-Owned Restricted Subsidiary, other than any Immaterial Subsidiary, after the Issue Date, and may at its option cause any other Restricted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will, subject to Section 4.15(d), irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under this Indenture on a senior second lien secured basis. (other than b) Each Restricted Subsidiary that becomes a Guarantor will also, solely to the Guarantors existing extent such Guarantor is required to grant security in favour of the Senior Agent, become a party to or deliver the applicable Collateral Documents and shall, as promptly as practicable, execute and/or deliver such security instruments, financing statements, certificates, and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue DateDate (but of no greater scope)) becomes (including by acquisition as may be necessary to vest in the Collateral Agent a perfected Second Ranking Lien in all personal property that constitutes Collateral for the Notes or creation) a Subsidiary that is not an Excluded Subsidiary or ceases the Note Guarantees and as may be necessary to be an Excluded Subsidiary, then have such Property added to the Company will, Collateral as soon as reasonably practicable but no later than (A) if such Subsidiary is a Specified Domestic Subsidiary, ten (10) Business Days required under the Collateral Documents and (B) if such Subsidiary is a Foreign Subsidiary, twenty (20) Business Days after the date that such Subsidiary was acquired, formed or ceased to be an Excluded Subsidiary, as applicable, cause such Subsidiary to execute an amended or supplemental indenture pursuant to Section 8.01(B) causing such Subsidiary to become a Guarantor under this Indenture. , and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such Property to the same extent and with the same force and effect. (c) Each Note Guarantee shall be released in accordance with Section 11.07. (d) Notwithstanding anything to the contrary in this Section 9.06 or otherwise contained in this Indenture, any amended or supplemental indenture entered into future Note Guarantee provided pursuant to this Section 9.06 4.15 by a Guarantor that is organized in a jurisdiction located outside of Canada or the United States may be a Limited Guarantee if the Board of Directors or Senior Management, in consultation with local counsel, makes a reasonable determination that such limitations are required due to legal requirements within such jurisdiction, provided that if any such Guarantor provides a guarantee in favour of the Senior Agent and the Senior Lenders under the Credit Facility that is broader in scope than its Limited Guarantee, such Guarantor shall include any Applicable Guarantee Limitations (in addition to applicable limitations set forth in this Article 9) also guarantee the Notes to the same extent pursuant to its Note Guarantee. (e) If CNWL Spain provides a guarantee in favour of the Senior Agent and the Senior Lenders under the Credit Facility, the Company has delivered shall cause CNWL Spain to execute and deliver to the Trustee an Officer’s Certificate certifying that it has been advised by counsel in a supplemental indenture to this Indenture pursuant to which CNWL Spain will, subject to Section 4.15(d) and Section 11.02, irrevocably and unconditionally Guarantee, on a joint and several basis, the applicable jurisdiction full and prompt payment of the Guarantor as to necessity of such Applicable Guarantee Limitations. For the avoidance of doubtprincipal of, no Opinion of Counsel shall be required to be delivered premium, if any, and interest in respect of the necessity of any Applicable Guarantee Limitations Notes and any Opinion of Counsel delivered in connection with such amended or supplemental indenture pursuant to all other obligations under this Section 9.06 may rely Indenture on such Officer’s Certificate as to the necessity of such Applicable Guarantee Limitationsan unsecured basis.