Common use of Future Guarantors Clause in Contracts

Future Guarantors. The Company and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (other than any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the date on which such Person became such a Subsidiary, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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.

Future Guarantors. The If any Restricted Subsidiary of the Company and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (the “New Guarantor”) (i) Guarantees, assumes or in any other than manner becomes liable with respect to Indebtedness of the Company or any Excluded Non-Guarantor Subsidiary(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 shall and shall cause the New Guarantor to, within 30 calendar days ten Business Days of the date on which such Person became such of the New Guarantor’s Guarantee or assumption of the Other Indebtedness or occurrence of a SubsidiaryCollateral Event, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, Agent a Guaranty Supplemental Indenture supplemental indenture substantially in the form of Exhibit D attached hereto pursuant to which such Subsidiary the New Guarantor shall become a Guarantor and Guarantee payment the obligations of the Securities on the same terms and conditions as those set forth in Company under this Indenture and the Notes (i) in the case of a joinder to the Collateral Agency and Intercreditor Agreement New Guarantor that holds direct ownership interests in assets that constitute Collateral, on a senior secured basis and (ii) deliver 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 action (or agree to take such action, subject to the time period for granting Liens on additional Collateral in accordance with Article 11 hereof) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by such New Guarantor to be subject 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 a result of payment under such Guarantee), 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 the Trustee an 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations toif, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 satisfactory to the Trustee as to the authorization, execution and delivery by such Subsidiary time of such Guaranty Supplemental Indenture and notice, such joinder and the validity and enforceability against such Restricted Subsidiary of would have no obligation to become a Guarantor under this Indenture (including the Note covenant. The Subsidiary Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreementany Guarantor will also be released in other circumstances in accordance with Article 12 hereof.

Future Guarantors. The Parent and the Company and each Subsidiary shall cause each Person that becomes a Domestic Restricted Subsidiary that is not already a Subsidiary Guarantor (other than any Excluded Non-Guarantor a Securitization Subsidiary) to, within 30 calendar days of following the date on which such Person became such a Subsidiary, (i) 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 Collateral AgentCompany 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, if applicable, to execute and deliver to the Trustee a Guaranty Supplemental Indenture Guarantee pursuant to which such non-Guarantor Subsidiary shall Guarantee or Foreign Restricted Subsidiary will guarantee payment of the Securities Company's obligations under the Notes on the same terms and conditions as those set forth in this Indenture and a joinder 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 Collateral Agency and Intercreditor Agreement and (ii) deliver 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 Opinion of Counsel satisfactory Notes substantially to the Trustee same extent as such Debt is subordinated to the authorizationNotes; PROVIDED, execution FURTHER, HOWEVER, that any such Guarantee shall also provide by its terms that it will be automatically and delivery by such Subsidiary unconditionally released upon the release or discharge of such Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary guarantee of this Indenture (including the Note Guarantee payment of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, other Debt (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, except a Guaranty Supplemental Indenture pursuant to which discharge by or as a result of payment under such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 Agreementguarantee).

Future Guarantors. The Company and each Subject to the requirements to provide certain guarantees within the 60 Day Post-Closing Period, if Holdings acquires or creates any Restricted Subsidiary shall cause each after the Issue Date (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 Subsidiary Guarantor (Note Guarantor) that guarantees any Indebtedness of Holdings, the Issuers or any other than any Excluded Non-Guarantor Note Guarantor, Holdings shall cause such Subsidiary) to, within 30 calendar days 20 Business Days of the date on which that such Person became such a SubsidiaryIndebtedness has been guaranteed, (ia) to execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture supplemental indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in will become a Note Guarantor under this Indenture and (b) (i) with respect to any Subsidiary (other than a joinder Foreign Subsidiary), to become a party to the Collateral Agency and Intercreditor Security Agreement and (ii) deliver with respect to a Foreign Subsidiary, (A) if any Credit Agreement is then outstanding, within the later of (1) 20 Business Days after entering into such supplemental indenture or (2) the time at which such Foreign Subsidiary becomes a party to the Trustee an Opinion of Counsel satisfactory collateral documents relating to the Trustee Credit Agreement and (B) if no Credit Agreement is then outstanding, within 60 days after entering into such supplemental indenture become a party to any existing Collateral Documents or additional Collateral Documents as may be appropriate (in the reasonable determination of the Credit Agreement Collateral Agent, such 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 authorization, execution Collateral Agent a perfected lien on and delivery by security interest (or an equivalent requirement) in the Collateral of such Subsidiary of such Guaranty Supplemental Indenture to the extent practical and such joinder and applicable (and, to the validity and enforceability against such Subsidiary of this Indenture (including the Note Guarantee of such Subsidiary) and extent relevant, consistent with the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at Documents executed on the same time, (iIssue Date or pursuant to Section 10.08 hereof) execute and deliver to in the Trustee and relevant jurisdiction in the reasonable determination of the Credit Agreement Collateral Agent, if applicableany, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment or if there is no Credit Agreement Collateral Agent, in the reasonable determination of the Securities on Issuers, such determination not to be inconsistent with the same terms and conditions as those set forth determination made under the Credit Agreement, if any, or if there is no Credit Agreement Collateral Agent, in this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and (ii) deliver to reasonable determination of the Trustee an 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 AgreementIssuers).

Future Guarantors. The (a) After the Issue Date, the Company and each Subsidiary shall will cause each Restricted Subsidiary other than a Foreign Subsidiary that is does not already a Subsidiary Guarantor (other than Guarantee any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days Indebtedness of the date on which such Person became such a SubsidiaryCompany or any Restricted Subsidiary created, (i) designated or acquired by the Company or one or more of its Restricted Subsidiaries, to execute and deliver to the Trustee and a Subsidiary Guarantee, in the Collateral Agentform of a supplemental indenture substantially in the form of Exhibit C hereto, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee 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 same terms and conditions as those set forth in this Indenture and Company hereunder. In addition, the Company will cause such Restricted Subsidiary to become a joinder party to the applicable Collateral Agency Documents and the Intercreditor Agreement and (ii) deliver take such actions necessary or advisable to the Trustee an Opinion of Counsel satisfactory grant 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicablefor the benefit of itself and the Holders of the Securities, a Guaranty Supplemental Indenture 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 which 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 Guarantee payment of the Securities on the same terms and conditions as those set forth be released in this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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.accordance with Article X.

Future Guarantors. The If any Restricted Subsidiary of the Company and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (the “New Guarantor”) Guarantees, assumes or in any other than manner becomes liable with respect to Indebtedness of the Company or any Excluded Non-Guarantor Subsidiary) (the “Other Indebtedness”), then the Company shall and shall cause the New Guarantor to, within 30 calendar days ten Business Days of the date on which such Person became such a Subsidiaryof the New Guarantor’s Guarantee or assumption of the Other Indebtedness, (i) execute and deliver to the Trustee and a supplemental indenture in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit D attached hereto or otherwise satisfactory to the Trustee pursuant to which such Subsidiary the New Guarantor shall become a Guarantor and Guarantee payment the obligations of the Securities on the same terms and conditions as those set forth in Company under this Indenture and the Notes on a joinder to senior basis. Concurrently with the Collateral Agency execution and Intercreditor Agreement and (ii) delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel satisfactory and an Officers’ Certificate to the Trustee effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the authorizationTrustee may reasonably request. Upon the release, execution termination or satisfaction of the New Guarantor’s Guarantee or assumption of all Other Indebtedness (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 delivery by such Subsidiary terminated. Upon request of the New Guarantor, the Trustee shall provide written evidence of such Guaranty Supplemental Indenture release 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 Agreementtermination.

Future Guarantors. The Company On the Issue Date, Parent and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (other than any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the date on which such Person became such a Subsidiary, (i) Subsidiary Guarantors will execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture 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, 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 (or the terms of the relevant partnership agreement, limited liability company operating agreement or other governing document of the entity that is 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 shall will Guarantee payment of the Securities Notes on the same terms and conditions as those set forth in this Indenture Indenture. A Restricted Subsidiary required to provide a Guaranty Agreement shall execute a supplemental indenture in the form of Exhibit B, and a joinder to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee as to the authorizationeffect that the supplemental indenture has been duly authorized, execution executed and delivery delivered by such the Restricted Subsidiary of such Guaranty Supplemental Indenture and such joinder constitutes a valid 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment binding obligation of the Securities on Restricted Subsidiary, enforceable against the same Restricted Subsidiary in accordance with its terms and conditions as those set forth in this Indenture and a joinder (subject to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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 Agreementcustomary exceptions).

Future Guarantors. The Company and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (other than any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the date on which such Person became such a Subsidiary, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and a joinder to 0000-0000-0000 the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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.

Future Guarantors. The Company and each If on or after the Issue Date (1) a Domestic Subsidiary shall cause each Subsidiary (other than an Immaterial Subsidiary) that is not already a Guarantor Guarantees the Credit Agreement, or (2) the Company or any of its Restricted Subsidiaries acquires or creates a Domestic Subsidiary Guarantor (other than any Excluded Non-Guarantor an Immaterial Subsidiary) toand such Domestic Subsidiary Guarantees the Credit Agreement, then, in each case, the Company shall, subject to applicable Gaming Laws, cause such Domestic Subsidiary to become a Guarantor and execute and deliver (within 30 calendar days 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 date principal of, premium, if any, interest and Additional Interest, in respect of the Notes on which a senior basis and all other obligations under this Indenture. The Company shall not permit any Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee the Credit Agreement unless such Person became such a Subsidiary, Domestic Subsidiary (i) execute is a Guarantor or (ii) within five Business Days executes and deliver 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 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 Xxxxxxxx Xxxxx, XX-XX-0000, Xxx Xxxxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxxx X Xxxxxx, Vice President, Phone: 000-000-0000, Facsimile: 000-000-0000, 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 Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant Agent of any change in the location of any such office or agency. If at any time the Company shall fail to which maintain any such Subsidiary required office or agency or shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and a joinder fail to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to furnish the Trustee and the Collateral Agent with the address thereof, such presentations and surrenders may be made or served at the corporate trust office of the Agent, if applicable, a Guaranty Supplemental Indenture pursuant and the Company hereby appoints the Agent as its agent to which receive all such Subsidiary shall Guarantee payment 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 change in the Securities on the same terms and conditions location of any such other office or agency. Corporate Existence. Except as those set forth otherwise provided in this Indenture Article III, Article IV and a joinder to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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 SubsidiarySection 10.2(b) and the Collateral Agency 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 Intercreditor Agreementkeep 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 respect to 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 Holders. [Reserved]. [Reserved].

Future Guarantors. The Company and each Subsidiary Issuer shall cause each Wholly-owned Restricted Subsidiary that is not already a Domestic Subsidiary Guarantor (other than any Excluded Nonunless such Subsidiary is a Receivables Subsidiary or a Domestic Subsidiary that is wholly-Guarantor Subsidiary) to, within 30 calendar days owned by one or more Foreign Subsidiaries and created to enhance the tax efficiency of the date on which such Person became such a Subsidiary, (iIssuer 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 and a supplemental indenture, the Collateral Agentform of which is attached as Exhibit D hereto, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee will guarantee payment of the Securities on Notes and become a Guarantor under Article X hereof. Each Guarantee will be limited to an amount not to exceed the same terms 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 or fraudulent transfer or similar laws affecting the rights of creditors generally. Concurrently with the execution and conditions as those set forth in this Indenture and a joinder to delivery of such supplemental indenture, the Collateral Agency and Intercreditor Agreement and (ii) Issuer shall deliver to the Trustee an Opinion of Counsel satisfactory and an Officer’s Certificate to the Trustee as to the authorizationeffect that such supplemental indenture has been duly authorized, execution executed and delivery 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 Guaranty Supplemental Indenture Subsidiary is a legal, valid and binding obligation of such joinder and the validity and enforceability Subsidiary, enforceable against such Subsidiary of this Indenture (including the Note Guarantee of in accordance with its terms and to such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to other matters as the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 Agreementmay reasonably request.

Future Guarantors. The On or after the Issue Date, the 30 29 Company and each Subsidiary shall will cause each Domestic Restricted Subsidiary that is not already a Subsidiary Guarantor (other than any Excluded Non-Guarantor the Receivables Subsidiary) to, within 30 calendar days that Incurs Indebtedness pursuant to clause (a) of the date on which such Person became such a Subsidiary, (i) Section 1011 to execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture supplemental indenture pursuant to which such Domestic Restricted Subsidiary shall Guarantee will irrevocably and unconditionally Guarantee, as primary obligor and not merely as a 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 the Indenture and the 8% Notes, whether for payment of the Securities principal of or interest on the same terms and conditions as those set forth 8% Notes, expenses, indemnification or otherwise (all such guaranteed obligations being herein called the "Guaranteed Obligations"). The Subsidiary Guarantors will agree to pay, in this Indenture and a joinder addition to the Collateral Agency amount stated above, any and Intercreditor Agreement all expenses (including reasonable counsel fees and expenses) 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 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. Initially there will be no Restricted Subsidiary that will be required to issue a Subsidiary Guaranty of the 8% Notes. Each Subsidiary Guaranty will be a continuing guarantee and shall (a) remain in full force and effect until payment in full of all the Guaranteed Obligations, (b) be binding upon each Subsidiary Guarantor and (iic) deliver enure to the Trustee an Opinion benefit of Counsel satisfactory to and be enforceable by the Trustee as to Trustee, the authorizationHolders and their successors, execution transferees 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 Agreementassigns.

Future Guarantors. (a) The Company and each Subsidiary shall cause each Subsidiary of its Wholly Owned Subsidiaries that is not already a Subsidiary Guarantor and that becomes a borrower or guarantor under one or more Debt Facilities (including, for the avoidance of doubt, the Senior Credit Facility) or that incurs or Guarantees any other Indebtedness (in each case other than any Excluded Non-Guarantor Subsidiarywith respect to Debt Facilities or other Indebtedness Incurred under the proviso to clause (1) to, within 30 calendar days of the date on which such Person became such a Subsidiaryor clause (5), (i17), (20) or (21) of 4.09(b)), under which in excess of $50.0 million aggregate principal amount is outstanding at any given time, to execute and deliver to the Trustee and Trustees a supplemental indenture to this Indenture, the Collateral Agentform of which is attached as Exhibit B hereto, if applicable, a Guaranty Supplemental Indenture pursuant to which such Restricted Subsidiary shall Guarantee shall, subject to Section 4.15(b) and (e), irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the Securities principal of, premium, if any, and interest in respect of the Notes on the same terms and conditions as those set forth basis of such Subsidiary’s Guarantee of the Senior Credit Facility or such other Debt Facility (subject, in this Indenture and a joinder the case of any senior secured Guarantee, to the Collateral Agency liens priority described in the Intercreditor Agreement) a senior basis and Intercreditor Agreement all other obligations under this Indenture; provided, however, that a Restricted Subsidiary shall not be required to Guarantee the Notes (i) if such Restricted Subsidiary is not a Wholly Owned Subsidiary and the Board of Directors of such Restricted Subsidiary determines in good faith that such Guarantee would be inconsistent with applicable law or (ii) deliver if such Restricted Subsidiary is prohibited from guaranteeing any Indebtedness pursuant to the Trustee an Opinion terms of Counsel satisfactory to the Trustee any Acquired Indebtedness for so long as to the authorization, execution and delivery by such Subsidiary of such Guaranty Supplemental Indenture Acquired Indebtedness remains outstanding and such joinder and the validity and enforceability against such Restricted Subsidiary of this Indenture (including the Note Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees does not Incur any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 AgreementIndebtedness other than Acquired Indebtedness.

Future Guarantors. The Company and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (other than any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the date on which such Person became such a Subsidiary, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 ENFORCEABILITY AGAINST SUCH SUBSIDIARY OF THIS INDENTURE (including the Note Guarantee of such SubsidiaryINCLUDING THE NOTE GUARANTEE OF SUCH SUBSIDIARY) and the Collateral Agency and Intercreditor AgreementAND THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT.

Future Guarantors. The Company and each Subsidiary shall Issuer will cause each Restricted Subsidiary that is not already then an Issuer or a Subsidiary Guarantor that (a) Incurs any Indebtedness under any of the Existing Credit Agreements, any Additional Pari Passu Obligations, any other than Indebtedness Incurred pursuant to Section 4.08(d)(1) or (b) Guarantees any Excluded Non-Indebtedness of the Issuer or any Subsidiary Guarantor Subsidiaryunder 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 30 calendar days of the date on which such Person became such a Subsidiary20 Business Days thereof, (i) execute and deliver to the Trustee and a supplemental indenture in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee payment of the Securities by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and a joinder applicable to the Collateral Agency 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 Intercreditor Agreement and (ii) deliver 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 Trustee an Opinion of Counsel satisfactory to extent required by the Trustee as to the authorization, execution and delivery by such Subsidiary terms of such Guaranty Supplemental Indenture and such joinder and Indebtedness. Notwithstanding the validity and enforceability against such Subsidiary of this Indenture (including foregoing, the Note Guarantee by a Subsidiary Guarantor that is a Restricted Subsidiary of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture Issuer will be automatically released pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 AgreementSection 10.05 hereof.

Future Guarantors. The If on or after the date of this Sixth Supplemental Indenture, the Company and each or any Subsidiary shall cause each Subsidiary that of the Operating Partnership guarantees the Operating Partnership’s indebtedness under, or otherwise becomes an obligor with respect to, the Credit Agreement (if the Company or such Subsidiary, as the case may be, is not already a Subsidiary Guarantor (other than any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the date on which Notes), such Person became entity (each, a “Possible Future Guarantor”) shall immediately be and become, automatically and without the execution or delivery of any supplemental indenture or other instrument or other action by any Person, jointly and severally with any other Guarantors of the Notes, a Guarantor of the Notes and shall be subject to and bound by all of the terms and provisions of the Indenture applicable to a Guarantor of the Notes (subject to Section 2.2(b)); provided that the Operating Partnership shall cause such a SubsidiaryPossible Future Guarantor to within thirty (30) calendar days, (i) execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B to acknowledge such Guarantee in accordance with this Section 2.2 and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment Article Sixteen of the Securities on the same terms and conditions as those set forth in this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement Indenture, and (ii) deliver to the Trustee, in addition to any other documents to be delivered to the Trustee pursuant to Section 903 of the Base Indenture, an Opinion of Counsel satisfactory to the Trustee as to effect that (x) the authorization, execution and delivery by such Subsidiary of such Guaranty Supplemental Indenture supplemental indenture is authorized or permitted by the Base Indenture, and (y) such joinder supplemental indenture, has been duly authorized, executed and the validity delivered by, and enforceability is a valid and binding obligation of such entity, enforceable against such Subsidiary entity in accordance with its terms, subject to customary exceptions. For so long as any Possible Future Guarantor provides a Guarantee, such Possible Future Guarantor shall agree that it waives and will not in any manner whatsoever claim or take the benefit or advantage of this Indenture (including any right of reimbursement, indemnity or subrogation or any other rights against the Note Guarantee Operating Partnership as a result of such Subsidiary) and any payment by it under its guarantee until the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth have been paid in this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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 Agreementfull.

Future Guarantors. The If any Restricted Subsidiary of the Company and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (the “New Guarantor”) Guarantees, assumes or in any other than manner becomes liable with respect to Indebtedness of the Company or any Excluded Non-Guarantor Subsidiary) (the “Other Indebtedness”), then the Company shall and shall cause the New Guarantor to, within 30 calendar days ten Business Days of the date on which such Person became such a Subsidiaryof the New Guarantor’s Guarantee or assumption of the Other Indebtedness, (i) execute and deliver to the Trustee and a supplemental indenture in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit D attached hereto or otherwise satisfactory to the Trustee pursuant to which such Subsidiary the New Guarantor shall become a Guarantor and Guarantee payment the obligations of the Securities on the same terms and conditions as those set forth in Company under this Indenture and the Notes on a joinder to senior subordinated basis. Concurrently with the Collateral Agency execution and Intercreditor Agreement and (ii) delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel satisfactory and an Officers’ Certificate to the Trustee effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the authorizationTrustee may reasonably request. Upon the release, execution termination or satisfaction of the New Guarantor’s Guarantee or assumption of all Other Indebtedness (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 delivery by such Subsidiary terminated. Upon request of the New Guarantor, the Trustee shall provide written evidence of such Guaranty Supplemental Indenture release 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 Agreementtermination.

Future Guarantors. The Company and each If, on or after the Acquisition Closing Date, (a) any Domestic Subsidiary shall cause each Subsidiary of the Issuer (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not already then a Subsidiary Guarantor (other than guarantees or Incurs any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the date on which such Person became such a Subsidiary, Indebtedness under either Senior Credit Agreement or guarantees (i) the New Unsecured Notes or any Existing Notes or (ii) any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of the greater of (x) $150.0 million and (y) 8.0% of Four Quarter Consolidated EBITDA (clauses (i) and (ii), collectively, “Certain Capital Markets Debt”) or (b) the Issuer otherwise elects to have any Restricted Subsidiary of the Issuer become a Guarantor, then, in each such case, the Issuer shall cause such Restricted Subsidiary to execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee payment of the Securities by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred, as applicable, by such Restricted Subsidiary; provided, further, that the Restricted Subsidiaries that become guarantors under the Senior Credit Agreements on the Acquisition Closing Date will enter into a joinder supplemental indenture and will become Guarantors on the Acquisition Closing Date. Each Person that becomes a Guarantor on or after the Acquisition Closing 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 and other related real estate deliverables (in substantially the same form as those executed and delivered with respect to the Collateral Agency and Intercreditor Agreement and on the Acquisition Closing Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Acquisition Closing Date (ii) deliver to the Trustee an Opinion of Counsel satisfactory extent, and substantially in the form, delivered on the Acquisition Closing 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 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 Trustee Collateral as to required under the authorizationSecurity Documents and this Indenture, execution and delivery by such Subsidiary of such Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary thereupon all provisions of this Indenture (including the Note Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and a joinder relating to the Collateral Agency shall be deemed to relate to such properties and Intercreditor Agreement and (ii) deliver assets to the Trustee an Opinion of Counsel satisfactory to same extent and with the Trustee as to the authorization, execution same force 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 effect. Each Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreementshall be released in accordance with Section 10.2(b).

Future Guarantors. The Company and each Subsidiary Issuer shall cause each newly formed or acquired Wholly-owned Restricted Subsidiary that is not already a Domestic Subsidiary Guarantor (other than any Excluded Non-Guarantor unless such Subsidiary is a Receivables Subsidiary or a Foreign Subsidiary) to, to (within 30 calendar days of 20 Business Days after the date on which such Person became such a Subsidiary, (iRestricted Subsidiary is formed or acquired) execute and deliver to the Trustee and the Collateral AgentAgent a supplemental indenture, if applicablethe form of which is attached as Exhibit D hereto, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee will guarantee payment of the Securities on Notes and become a Guarantor under Article X hereof, and joinders to the same terms Security Documents or new Security Documents and conditions as those set forth in this Indenture execute, deliver and a joinder file all documents and instruments necessary to grant to the Collateral Agency Agent a perfected security interest in 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 fraudulent transfer or similar laws affecting the rights of creditors generally. Concurrently with the execution and Intercreditor Agreement delivery of such supplemental indenture and (ii) new Security Documents or joinders to the Security Documents, the Issuer shall deliver to the Trustee an Opinion of Counsel satisfactory and an Officer’s Certificate to the Trustee as effect that such supplemental indenture and new Security Documents or joinders to the authorizationSecurity Documents have been duly authorized, execution executed and delivery 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 Guaranty Supplemental Indenture Subsidiary is a legal, valid and binding obligation of such joinder and the validity and enforceability Subsidiary, enforceable against such Subsidiary of this Indenture (including the Note Guarantee of in accordance with its terms and to such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to other matters as the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 Agreementmay reasonably request.

Future Guarantors. The Company and each (a) If on or after the Issue Date (1) a Wholly Owned Restricted Domestic Subsidiary shall cause each Subsidiary (other than an Immaterial Subsidiary) that is not already a Guarantor Guarantees the Credit Agreement, or (2) the Company or any of its Restricted Subsidiaries acquires or creates a Wholly Owned Restricted Domestic Subsidiary Guarantor (other than any Excluded Non-Guarantor an Immate- rial Subsidiary) toand such Wholly Owned Restricted Domestic Subsidiary Guarantees the Credit Agreement, within 30 calendar days of then, in each case, the date on which Company shall cause such Person became such Wholly Owned Restricted Domestic Subsidiary to become a Subsidiary, (i) Guarantor and execute and deliver (within five Business Days of guaranteeing the Credit Agreement or becoming a Wholly Owned Restricted Domestic Subsidiary, as the case may be) to the Trustee and a supplemental indenture substantially in the Collateral Agentform of Exhibit B hereto, if applicable, a Guaranty Supplemental Indenture pursuant to which such Wholly Owned Restricted Domestic Subsidiary shall Guarantee uncondition- ally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the Securities principal of, premium, if any, interest, in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Company shall not permit any Wholly Owned Restricted Domestic Subsidiary (other than an Immaterial Subsidiary), directly or indirectly, to Guarantee the same terms and conditions as those set forth in this Indenture and Credit Agreement unless such Wholly Owned Restricted Domestic Subsidiary (i) is a joinder to the Collateral Agency and Intercreditor Agreement and Guarantor or (ii) deliver within five Business Days executes and delivers to the Trustee an Opinion Trus- tee a supplemental indenture substantially in the form of Counsel satisfactory to the Trustee as to the authorizationExhibit B hereto, 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Wholly Owned Restricted Domestic Subsidiary shall Guarantee unconditionally Guarantee, on a joint and several basis with the other Guaran- tors, the full and prompt payment of the Securities principal of, premium, if any, interest in respect of the Notes on the same terms a senior basis and conditions as those set forth all other obligations under this Indenture. (c) Each Guarantee shall be released in this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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.accordance with Article X.

Future Guarantors. The Company and each (a) If the Issuer or any of its Restricted Subsidiaries (a) acquires or creates another Wholly Owned Domestic Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (other than any an Excluded Non-Guarantor Subsidiary) toon or after the Issue Date or (b) any Restricted Subsidiary of the Issuer becomes a borrower under, or a guarantor, on the Issue 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 calendar days of the date on which of such Person became acquisition, becoming a borrower or guarantor, as applicable, such Subsidiary must become a Subsidiary, Subsidiary Guarantor and shall (i) execute and deliver to the Trustee and a supplemental indenture substantially in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit C hereto pursuant to which such Subsidiary shall Guarantee will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the Securities principal of, premium, if any, and interest in respect of the Notes on the same terms a senior secured basis and conditions as those set forth in all other obligations under this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and Indenture, (ii) deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee as to the authorization, execution effect that (x) such supplemental indenture 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 have been duly executed and authorized; and (y) such supplemental indenture and Note Guarantee constitute a valid, binding and enforceable obligation of such SubsidiarySubsidiary 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 Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each event that any Wholly Owned Domestic Subsidiary that guarantees is an Excluded Subsidiary ceases to be an Excluded Subsidiary, or if any Other Secured Notes Obligations toExcluded 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, at then such Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture substantially in the same time, (i) execute form of Exhibit C hereto and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 satisfactory to the Trustee as to the authorization, execution effect that (x) such supplemental indenture 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 have been duly executed and authorized; and (y) such supplemental indenture and Note Guarantee constitute a valid, binding and enforceable obligation of such SubsidiarySubsidiary 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 within 45 days of the Collateral Agency and Intercreditor Agreementdate of such event.

Future Guarantors. The Indenture will provide that if (x) the Company and each Subsidiary shall cause each acquires or creates any direct or indirect Restricted Subsidiary that is not an Excluded Subsidiary after the Issue Date (unless such Subsidiary is already a Subsidiary Guarantor Guarantor), (other than y) any Excluded Non-Guarantor 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, at the earlier of (a) to20 Business Days after the date of such acquisition, within 30 calendar days formation, cessation or designation (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, 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 date on which Company), or (b) concurrently (to the extent reasonably practicable) with the guarantee under the Credit Agreement by such Person became such a Subsidiary, (i) to execute and deliver to the Trustee and a supplemental indenture in substantially the Collateral Agent, if applicable, a Guaranty Supplemental form attached as an exhibit to the Indenture pursuant to which such Restricted Subsidiary shall Guarantee will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the Securities principal of, premium, if any and interest on the same terms and conditions as those set forth in this Indenture and New Notes on a joinder senior unsecured basis (subject to the Collateral Agency Payment Subordination Provisions) and Intercreditor Agreement and (ii) deliver all other obligations under the Indenture. Each Guarantee of a Subsidiary Guarantor will be limited to an amount not to exceed the Trustee an Opinion of Counsel satisfactory maximum amount that can be guaranteed by that Subsidiary Guarantor without rendering the Guarantee, as it relates to the Trustee as to the authorization, execution and delivery by such Subsidiary Guarantor, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of such Guaranty Supplemental Indenture and such joinder and creditors generally. Each Guarantee shall be released in accordance with 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment provisions of the Securities on the same terms and 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 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 Agreementdescribed under “—Guarantees.”

Future Guarantors. The If any Restricted Subsidiary of the Company and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (the “New Guarantor”) Guarantees, assumes or in any other than manner becomes liable with respect to Indebtedness of the Company or any Excluded Non-Guarantor Subsidiary) (the “Other Indebtedness”), then the Company shall and shall cause the New Guarantor to, within 30 calendar days ten Business Days of the date on which such Person became such a Subsidiaryof the New Guarantor’s Guarantee or assumption of the Other Indebtedness, (i) execute and deliver to the Trustee and a supplemental indenture in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit D attached hereto or otherwise satisfactory to the Trustee pursuant to which such Subsidiary the New Guarantor shall become a Guarantor and Guarantee payment the obligations of the Securities on the same terms and conditions as those set forth in Company under this Indenture and the Notes on a joinder to senior basis. Concurrently with the Collateral Agency execution and Intercreditor Agreement and (ii) delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel satisfactory and an Officers’ Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the Trustee may reasonably request. 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 a result of payment under such Guarantee), 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 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations toif, at the same timetime of such notice, (i) execute such Restricted Subsidiary would have no obligation to become a Guarantor under this covenant. Notwithstanding the foregoing, the Subsidiary Guarantee of any Guarantor shall not be released and deliver to the Trustee and the Collateral Agent, if applicable, terminated as a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment result of the Securities on termination of the same terms and 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 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 Credit Agreement.

Future Guarantors. The Company and each Subsidiary shall Issuer will cause each Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary or a Canadian Subsidiary and, in each case, is not already an Excluded Subsidiary and that guarantees or becomes a Subsidiary Guarantor (other than any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of borrower under the date on which such Person became such a Subsidiary, (i) Term Loan Credit Agreement to execute and deliver to the Trustee and the Collateral Agent, if applicable, Agent a Guaranty Supplemental Indenture 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 shall Guarantee will guarantee payment of the Securities on Notes and the other Obligations under this Indenture. Each Guarantee by a Restricted Subsidiary 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, 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 applicable Security Documents and shall as promptly as practicable execute and deliver such security instruments and financing statements (in substantially the same terms and conditions form as those set forth in this Indenture executed and a joinder delivered with respect to the Collateral Agency and Intercreditor Agreement and 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 (ii) deliver to the Trustee an Opinion of Counsel satisfactory 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 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 Trustee Collateral as to required under the authorizationSecurity Documents and this Indenture, execution and delivery by such Subsidiary of such Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary thereupon all provisions of this Indenture (including the Note Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and a joinder relating to the Collateral Agency shall be deemed to relate to such properties and Intercreditor Agreement and (ii) deliver assets to the Trustee an Opinion same extent and with the same force and effect. Each Guarantee shall be released in accordance with the provisions 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 AgreementSection 12.02.

Future Guarantors. The Company and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (other than any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of the date on which such Person became such a Subsidiary, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and 0000-0000-0000 THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT AND (iiII) deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee as to the authorizationDELIVER TO THE TRUSTEE AN 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 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 SubsidiaryINCLUDING THE NOTE GUARANTEE OF SUCH SUBSIDIARY) and the Collateral Agency and Intercreditor AgreementAND THE COLLATERAL AGENCY AND INTERCREDITOR AGREEMENT.

Future Guarantors. The Company and each Subsidiary shall Issuer will cause each Restricted Subsidiary that is not already then an Issuer or a Subsidiary Guarantor that (a) Incurs any Indebtedness under any of the RLJ Credit Agreements, the 2026 Indenture, any Additional Pari Passu Obligations, any other than Indebtedness Incurred pursuant to Section 4.08(d)(1) or (b) Guarantees any Excluded Non-Indebtedness of the Issuer or any Subsidiary Guarantor Subsidiaryunder 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 30 calendar days of the date on which such Person became such a Subsidiary20 Business Days thereof, (i) execute and deliver to the Trustee and a supplemental indenture in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit D hereto pursuant to which such Restricted Subsidiary shall become a Subsidiary Guarantor under this Indenture providing for a Guarantee payment of the Securities by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and a joinder applicable to the Collateral Agency 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 Intercreditor Agreement and (ii) deliver 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 Trustee an Opinion of Counsel satisfactory to extent required by the Trustee as to the authorization, execution and delivery by such Subsidiary terms of such Guaranty Supplemental Indenture and such joinder and Indebtedness. 100 Notwithstanding the validity and enforceability against such Subsidiary of this Indenture (including foregoing, the Note Guarantee by a Subsidiary Guarantor that is a Restricted Subsidiary of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture Issuer will be automatically released pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 AgreementSection 10.05 hereof.

Future Guarantors. The If any Restricted Subsidiary of the Company and each Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (the “New Guarantor”) Guarantees, assumes or in any other than manner becomes liable with respect to Indebtedness of the Company or any Excluded Non-Guarantor Subsidiary) (the “Other Indebtedness”), then the Company shall and shall cause the New Guarantor to, within 30 calendar days ten Business Days of the date on which such Person became such a Subsidiaryof the New Guarantor’s Guarantee or assumption of the Other Indebtedness, (i) execute and deliver to the Trustee and a supplemental indenture in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit E attached hereto or otherwise satisfactory to the Trustee pursuant to which such Subsidiary the New Guarantor shall become a Guarantor and Guarantee payment the obligations of the Securities on the same terms and conditions as those set forth in Company under this Indenture and a joinder to the Collateral Agency Notes. Concurrently with the execution and Intercreditor Agreement and (ii) delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel satisfactory and an Officers’ Certificate to the Trustee effect that such supplemental indenture has been duly authorized, executed and delivered by such New Guarantor, and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or transfer or other similar laws relating to creditors’ rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, and other customary exceptions, such New Guarantor’s Subsidiary Guarantee is a legal, valid and binding obligation of such New Guarantor, enforceable against such New Guarantor in accordance with its terms and as to such other matters as the authorizationTrustee may reasonably request. Upon the release, execution termination or satisfaction of the New Guarantor’s Guarantee or assumption of all Other Indebtedness (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 delivery by such Subsidiary terminated. Upon request of the New Guarantor, the Trustee shall provide written evidence of such Guaranty Supplemental Indenture release 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 Agreementtermination.

Future Guarantors. The Company and each If, after the Issue Date, (a) any Domestic Subsidiary shall cause each Subsidiary of Holdings (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not already then the Issuer or a Subsidiary Guarantor (other than guarantees or Incurs any Excluded Non-Guarantor Subsidiary) toIndebtedness under either Senior Credit Agreement, within 30 calendar days the Unsecured Notes Indenture or either Opco Notes Indenture or guarantees any capital markets Indebtedness of the date on which Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of $150 million (“Certain Capital Markets Debt”) or (b) the Issuer otherwise elects to have any Restricted Subsidiary become a Guarantor, then, in each such Person became case, the Issuer shall cause such a Subsidiary, (i) Restricted Subsidiary to execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture supplemental indenture pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee payment of the Securities by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement, the Unsecured Notes Indenture, applicable Opco Notes Indenture or such Certain Capital Markets Debt has been guaranteed or Incurred by such Restricted Subsidiary. Each Person that becomes a joinder 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 Agency and Intercreditor Agreement and 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 (ii) deliver to the Trustee an Opinion of Counsel satisfactory 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 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 Trustee Collateral as to required under the authorizationSecurity Documents and this Indenture, execution and delivery by such Subsidiary of such Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary thereupon all provisions of this Indenture (including the Note Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and a joinder relating to the Collateral Agency shall be deemed to relate to such properties and Intercreditor Agreement and (ii) deliver assets to the Trustee an Opinion of Counsel satisfactory to same extent and with the Trustee as to the authorization, execution same force 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 effect. Each Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreementshall be released in accordance with Section 10.2(b).

Future Guarantors. The After the Issue Date, the Company and will cause (i) each Restricted Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (other than (a) a Foreign Subsidiary that does not Guarantee any Excluded Indebtedness of the Company or any Restricted Subsidiary other than Indebtedness of a Foreign Subsidiary, (b) any Immaterial Subsidiary or (c) any Subsidiary of a Non-Guarantor Restricted Subsidiary), created, designated or acquired by the Company or one or more of its Restricted Subsidiaries and (ii) toeach Restricted Subsidiary, within 30 calendar days whether or not existing on the Issue Date, that Guarantees any Indebtedness of the date on which such Person became such a SubsidiaryCompany or any Subsidiary Guarantor, (i) to execute and deliver to the Trustee and a Subsidiary Guarantee, in the Collateral Agentform of a supplemental indenture substantially in the form of Exhibit C hereto, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee Guarantor 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 (including any Additional Interest) on the Securities on a senior secured basis and all other obligations of the same terms and conditions as those set forth in this Indenture and Company hereunder. In addition, the Company will cause such Restricted Subsidiary to become a joinder party to the applicable Collateral Agency Documents and Intercreditor Agreement and (ii) deliver take such actions necessary or advisable to the Trustee an Opinion of Counsel satisfactory grant 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicablefor the benefit of itself, the Holders and the holders of other Shared Collateral Debt, a Guaranty Supplemental Indenture 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 Revolving Credit 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 which its contribution obligations under this Indenture, result in the obligations of such Subsidiary shall Guarantor under its Subsidiary Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture and not constituting a joinder to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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 Agreementfraudulent conveyance or fraudulent transfer under federal or state law.

Future Guarantors. The Company and each Subsidiary shall cause each Restricted Subsidiary that is not already a Subsidiary Guarantor (other than at any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days of time becomes an obligor or guarantor with respect to any obligations under the date on which such Person became such a Subsidiary, (i) Senior Credit Facility to execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture supplemental indenture pursuant to which such Restricted Subsidiary shall will Guarantee payment of the Securities on the same terms and conditions as those set forth in this Indenture 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 pursuant to this Section 4.14 shall, and a joinder the Company shall cause each such Subsidiary to, promptly execute and deliver to the Collateral Agency Trustee a supplemental indenture in the form of Exhibit F hereto pursuant to which such Subsidiary shall become a Subsidiary Guarantor and Intercreditor Agreement shall 44. guarantee the Obligations. Concurrently with the execution and (ii) delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee as to the authorizationeffect that such supplemental indenture has been duly authorized, execution executed and delivery 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 Subsidiary Guaranty of such Guaranty Supplemental Indenture Subsidiary Guarantor is a legal, valid and binding obligation of such joinder and the validity and enforceability Subsidiary Guarantor, enforceable 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and conditions as those set forth Guarantor in this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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 Agreementaccordance with its terms.

Future Guarantors. The Company and each If, on or after the Issue Date, (a) any Restricted Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor of the Dutch Co-Issuer (other than including any Excluded 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) to, within 30 calendar days 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 date on which 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 U.S. Co-Issuer) become a Guarantor, then, in each such Person became case, the Dutch Co-Issuer shall cause such a Subsidiary, (i) Restricted Subsidiary to execute and deliver to the Trustee and a supplemental indenture substantially in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit E hereto pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee payment of the Securities by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and a joinder applicable to the Collateral Agency other Guarantors; provided that, in the case of clause (a), such supplemental indenture shall be executed and Intercreditor Agreement and (ii) deliver delivered to the Trustee within 20 Business Days of the date that such Indebtedness under the Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred by such Restricted Subsidiary. In the event that any Restricted Subsidiary of the Dutch Co-Issuer has not provided a Guarantee in respect of the 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 Opinion of Counsel satisfactory obligor or guarantor with respect to the Trustee as to Senior Credit Agreement or Certain Capital Markets Debt, then 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 Dutch Co-Issuer shall cause each such Restricted Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) to execute and deliver to the Trustee and within 20 Business Days of such subsequent date a supplemental indenture substantially in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit E hereto pursuant to which such Restricted Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee payment of the Securities by such Restricted Subsidiary on the same terms and conditions as those set forth in this Indenture and a joinder applicable to the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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 other Guarantors. Each Guarantee of such Subsidiary) and the Collateral Agency and Intercreditor Agreementshall be released in accordance with Section 10.2(b).

Future Guarantors. The Parent and the Company and each Subsidiary shall cause each Person that becomes a Domestic Restricted Subsidiary that is not already a Subsidiary Guarantor (other than any Excluded Non-Guarantor a Securitization Subsidiary) to, within 30 calendar days of following the date on which such Person became such a Subsidiary, (i) 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 Collateral AgentCompany 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 guaran- xxxx or which guarantees any Debt of the Parent or any of its Domestic Restricted Subsidiaries, if applicable, to execute and deliver to the Trustee a Guaranty Supplemental Indenture Guarantee pursuant to which such non-Guarantor Subsidiary shall Guarantee or Foreign Restricted Subsidiary will guarantee payment of the Securities Company’s obligations under the Notes on the same terms and conditions as those set forth in this Indenture and a joinder 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 Collateral Agency and Intercreditor Agreement and (ii) deliver 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 Opinion of Counsel satisfactory Notes substantially to the Trustee same extent as such Debt is subordinated to the authorizationNotes; provided, execution further, however, that any such Guarantee shall also provide by its terms that it will be automatically and delivery by such Subsidiary unconditionally released upon the release or discharge of such Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary guarantee of this Indenture (including the Note Guarantee payment of such Subsidiary) and the Collateral Agency and Intercreditor Agreement. The Company and each Subsidiary shall cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, other Debt (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, except a Guaranty Supplemental Indenture pursuant to which discharge by or as a result of payment under such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 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 Agreementguarantee).

Future Guarantors. The Company and each Subsidiary shall cause each Restricted Subsidiary that is not already a Subsidiary Guarantor (other than Guarantees any Excluded Non-Guarantor Subsidiary) to, within 30 calendar days Indebtedness of the date on which such Person became such a Subsidiary, (i) Company to execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture supplemental indenture pursuant to which such Restricted Subsidiary shall Guarantee guarantee payment of the Securities on Notes; provided that, if such Indebtedness is by its terms subordinated in right of payment to the Notes, 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 terms and conditions extent as those set forth in this Indenture and a joinder such Indebtedness is subordinated to the Collateral Agency Notes; and Intercreditor Agreement 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 rights against the Company or any other Restricted Subsidiary as 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 trustee an Opinion of Counsel satisfactory to the Trustee as to the authorization, execution and delivery by effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary of this Indenture Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including the Note Guarantee of such Subsidiaryincluding, without limitation, all laws relating to fraudulent transfers) 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 Collateral Agency and Intercreditor Agreement. The Company and each maximum amount that can be guaranteed by that Restricted Subsidiary shall cause each without rendering the Subsidiary that guarantees any Other Secured Notes Obligations toGuarantee, at as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment rights of the Securities on the same terms and 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 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 Agreementcreditors generally.

Future Guarantors. The Company and each (a) If (a) the Issuer or any of its Restricted Subsidiaries acquires or creates any Wholly Owned Domestic Subsidiary shall cause each Subsidiary that is not already a Subsidiary Guarantor (other than any an Excluded Non-Guarantor Subsidiary) toon or after the Issue Date or (b) any Restricted Subsidiary of the Issuer becomes a borrower or a guarantor, on the Issue 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 calendar days of the date on which of such Person became acquisition or such Subsidiary becoming a Subsidiaryborrower or guarantor, as applicable, such Subsidiary must become a Subsidiary Guarantor and shall (i) execute and deliver to the Trustee and a supplemental indenture substantially in the Collateral Agent, if applicable, a Guaranty Supplemental Indenture form of Exhibit C hereto pursuant to which such Subsidiary shall Guarantee will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the Securities principal of, premium, if any, and interest in respect of the Notes on the same terms a senior secured basis and conditions as those set forth in all other obligations under this Indenture and a joinder to the Collateral Agency and Intercreditor Agreement and Indenture, (ii) deliver to the Trustee an Opinion of Counsel satisfactory to the Trustee 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 an Excluded Subsidiary ceases to be an Excluded Subsidiary, or if any Excluded Subsidiary becomes a borrower under or a guarantor with respect to the authorizationABL Facility or any other Indebtedness of the Issuer or any Subsidiary Guarantor, execution and delivery by then within 45 days of the date of such event, such Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture substantially in the form 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute Exhibit C hereto and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment of the Securities on the same terms and 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 satisfactory to the Trustee as to the authorization, execution effect that (x) such supplemental indenture and delivery by 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 Guaranty Supplemental Indenture and such joinder and the validity and enforceability against such Subsidiary of this Indenture Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including the Note Guarantee of such Subsidiaryincluding, without limitation, all laws relating to fraudulent transfers) and the Collateral Agency and Intercreditor Agreementexcept insofar as enforcement thereof is subject to general principles of equity.

Future Guarantors. The Upon (i) the acquisition by the Company and each or Guarantor of the Capital Stock of any Person, if, as a result of such acquisition, such Person becomes a Subsidiary shall cause each of the Company or any Guarantor or (ii) the last day of any fiscal quarter during which any Subsidiary of the Company that 77 is not already a Guarantor as of such date and has not previously been released as a Guarantor pursuant to Section 12.4 hereof becomes a Subsidiary, such Subsidiary Guarantor (other than any such Subsidiary, except any Excluded Non-Guarantor SubsidiaryGuarantee Subsidiary (as defined below), (hereinafter being called a "FUTURE SUBSIDIARY GUARANTOR") toshall unconditionally guarantee the obligations of the Company with respect to payment and performance of the Securities and the other obligations of the Company under this Indenture to the same extent that such obligations are guaranteed by the other Guarantors pursuant to Section 12.1 hereof; and, within 30 calendar days ten Business Days of the date on which of such Person became occurrence, such a Subsidiary, (i) Future Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture, which shall be in a form satisfactory to the Trustee, making such Future Subsidiary Guarantor a party to this Indenture; PROVIDED, HOWEVER, that the foregoing provisions of this Section 12.5 shall not apply to (A) Subsidiaries of the Company or any Guarantor having total assets with a book value of less than $500,000 and the Collateral Agentthat do not guarantee any Senior Debt and (B) Sun Systems, Inc. and each CareerStaff Company and Foreign Company, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment person does not (i) guarantee or otherwise becomes liable for Indebtedness of the Securities on Company or any Guarantor (other than, in the same terms and conditions as those set forth in this Indenture and a joinder to case of CareerStaff Companies, Indebtedness under the Collateral Agency and Intercreditor Agreement Credit Agreement), and (ii) deliver does not cause more than two-thirds of its Equity Interests to the Trustee an Opinion of Counsel satisfactory be pledged 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 cause each Subsidiary that guarantees any Other Secured Notes Obligations to, at the same time, (i) execute and deliver to the Trustee and the Collateral Agent, if applicable, a Guaranty Supplemental Indenture pursuant to which such Subsidiary shall Guarantee payment secure Indebtedness of the Securities on Company or any Guarantor (other than, in the same terms and conditions as those set forth in this Indenture and a joinder to case of CareerStaff Companies, Indebtedness under the Collateral Agency and Intercreditor Agreement and (ii) deliver to the Trustee an 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 Credit Agreement).