Common use of Future Subsidiary Guarantors Clause in Contracts

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE

Future Subsidiary Guarantors. The If, after the Issue Date, any Domestic Subsidiary of the Company will that is not permit an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any Restricted Subsidiary to Guarantee the payment of any other Indebtedness of the Company or any Indebtedness Subsidiary Guarantor in excess of any other Restricted the De Minimis Amount, then such Domestic Subsidiary (other than will become a Guarantee Guarantor by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers executing a supplemental indenture pursuant and delivering it to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment Trustee within 20 Business Days of the principal of, premium, if any, and interest date on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes which it Guaranteed or a Note Guarantee, any Guarantee of such Restricted Subsidiary became an obligor with respect to such Indebtedness Indebtedness; provided, however, that the preceding shall be subordinated not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in right of payment accordance with this Indenture for so long as they continue to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureconstitute Unrestricted Subsidiaries. Notwithstanding the preceding paragraphpreceding, any Note Subsidiary Guarantee of a Domestic Subsidiary Guarantor will that was incurred pursuant to this Section 3.11 shall provide by its terms that it will shall be automatically and unconditionally released and discharged under at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the circumstances set forth Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 11.0510.2. The form Each Subsidiary Guarantor shall be released in accordance with the provisions of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEthis Indenture described in Section 10.2.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to Guarantee the payment of guarantee any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee the Credit Agreement, the Aetna Note, the Aetna Purchase Option and the Aetna Amended MSA (to the extent they constitute Indebtedness) and Hedging Obligations permitted by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), this Indenture ("Guaranteed Indebtedness") unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which this Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee. If the Guaranteed Indebtedness is pari passu with respect to the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes or Notes, then the Note Guaranteesguarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that all Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, as the case may be. The obligations of any Subsidiary Guarantee by a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will shall be automatically and unconditionally released and discharged under upon the circumstances set forth in Section 11.05. The form release or discharge of the Note Guarantee is attached hereto guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as Exhibit C. ARTICLE FIVEa result of, payment under such guarantee.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary (other than any Foreign Subsidiary or any Receivables Subsidiary) to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Indenture on a senior basis; provided that that, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the such Note GuaranteesGuarantee, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE

Future Subsidiary Guarantors. (a) The Company will not permit any shall cause each of its future Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, a Guarantee by soon as practicable after it becomes a Foreign Subsidiary of Indebtedness of a Foreign Restricted Subsidiary or a Guarantee by a Receivables ceases to be an Exempted Subsidiary), unless such Restricted Subsidiary simultaneously executes to execute and delivers deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, guarantee the full and prompt payment of the principal ofNotes as either a Subsidiary Guarantor or JV Subsidiary Guarantor. Notwithstanding the foregoing, premiumthe Company may elect to have such future Restricted Subsidiary (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee or JV Subsidiary Guarantee at the time such entity becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, if anyprovided that, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment after giving effect to the Notes or a Note Guarantee, any Guarantee Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (other than Exempted Subsidiaries) that are not Subsidiary with respect Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the date such Person becomes a Restricted Subsidiary or ceases to such Indebtedness shall be subordinated in right of payment to such Restricted an Exempted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, Each such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to as Other Non-Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05Subsidiaries. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE105

Future Subsidiary Guarantors. The Company and each Subsidiary Guarantor shall cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of Columbia of the Company which, after Xxxxx 00, 0000 (xx not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to the Indenture and thereby become a Subsidiary Guarantor which shall be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes); provided, however, that no Subsidiary meeting the requirements of this sentence which is an Inactive Subsidiary shall be required to become a Subsidiary Guarantor hereunder unless and until such date as such Subsidiary no longer is an Inactive Subsidiary (at which date such Subsidiary shall, if required by the terms of this sentence, become a Subsidiary Guarantor). In addition, the Company will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), Guarantor unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt Indenture providing for the Guarantee of the payment of the principal ofNotes by such Restricted Subsidiary, premium, if any, and interest on which Guarantee of the payment of the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms shall be subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such other Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Subsidiary Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary applicable, are subordinated to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereaftersuch other Indebtedness; provided, however, that such Restricted Subsidiary shall not be a required to so Guarantee the payment of the Notes to the extent that such other Indebtedness does not exceed $1 million individually or, together with any other Indebtedness of the Company or any Subsidiary Guarantor for all purposes of this IndentureGuaranteed by such Restricted Subsidiary, $3 million in the aggregate. Notwithstanding Such Restricted Subsidiary shall be deemed released from its obligations under the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form payment of the Note Notes at any such time that such Restricted Subsidiary is released from all of its obligations under its Guarantee is attached hereto as Exhibit C. ARTICLE FIVEof such other Indebtedness unless such release results from the payment under such Guarantee of other Indebtedness.

Future Subsidiary Guarantors. The After the Issue Date, the Company will not permit any cause each Restricted Subsidiary to Guarantee the payment of any Indebtedness of created or acquired by the Company or any Indebtedness of any other Restricted to 57 51 execute and deliver to the Trustee a Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, any and interest on the Notes and all other obligations under this Indenture Securities on a senior subordinated basis; provided that if such Indebtedness is by . The obligations of each Restricted Subsidiary under its express terms Subsidiary Guarantee will be subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee Guarantor Senior Indebtedness of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee on substantially to the same extent terms as such Indebtedness is the Securities are subordinated to the Notes or the Note Guarantees, as the case may beSenior Indebtedness. The obligations of a 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 Credit Agreement) 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 Note Subsidiary Guarantee will be limited as necessary or pursuant to prevent its Note contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee from not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. ThereafterEach Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, such Restricted partnership or trust other than the Company or another Subsidiary shall be a Guarantor for all purposes of this Indenture(whether or not affiliated with the Subsidiary Guarantor). Notwithstanding Upon the preceding paragraph, any Note Guarantee sale or disposition of a Subsidiary Guarantor will provide (by merger, consolidation, the sale of all or substantially all of its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form assets) to a Person (whether or not an Affiliate of the Note Subsidiary Guarantor) which is not a Subsidiary of the Company, which sale or disposition is otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee is attached hereto as Exhibit C. ARTICLE FIVEand such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or transfer.

Future Subsidiary Guarantors. The From and after the Issue Date, the Company will not permit any Restricted cause each Person that becomes a Wholly Owned Domestic Subsidiary to Guarantee (other than an Excluded Subsidiary), and each other Domestic Subsidiary that is a borrower under the Senior ABL Facility or that guarantees payment of any Indebtedness of the Company under any Credit Facility or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)Capital Markets Securities, unless such Restricted Subsidiary simultaneously executes to execute and delivers deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such Restricted Domestic Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt guarantee payment of the principal ofNotes, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if whereupon such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of will become a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of under this Indenture; provided, that any such guarantee described under clause (x) or (y) by a Person in effect at the time such Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary (and not created with, or in contemplation of, such acquisition, merger or consolidation) shall not trigger an obligation to guarantee the Notes so long as the aggregate principal amount of guaranteed Indebtedness relying on this proviso, together with the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 407(a), shall not exceed $300.0 million at any time outstanding. Notwithstanding Within 90 days of so becoming a Subsidiary Guarantor, the preceding paragraphCompany will also cause such Subsidiary Guarantor to execute and deliver such documents and instruments as shall be reasonably necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in favor of the Note Collateral Agent, as and to the extent provided in Section 1503. In addition, the Company may cause any Note Guarantee of Subsidiary that is not a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form so to guarantee payment of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVENotes and become a Subsidiary Guarantor.

Future Subsidiary Guarantors. The After the Issue Date, the Company will not permit any cause each Restricted Subsidiary to Guarantee that is organized under the payment of any Indebtedness laws of the Company United States of America, any State thereof or any Indebtedness the District of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes Columbia to execute and delivers deliver to the Trustee a supplemental indenture indenture, substantially in the form of Exhibit C hereto, pursuant to which such Restricted Subsidiary will shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Securities on the Notes a senior secured basis and all other obligations of the Company under this Indenture Indenture. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the ABL Credit Agreement or the Term Loan Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a senior basis; provided that if Subsidiary Guarantor under Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness is are satisfied in full and discharged or are otherwise permitted to be Incurred by its express terms subordinated in right of payment to a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b), then the Notes or a Note Guarantee, any Subsidiary Guarantee of such Restricted Subsidiary with respect to such Indebtedness Guarantor shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may beautomatically and unconditionally released and discharged. The obligations of a each Subsidiary Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the ABL Credit Agreement and the Term Loan Credit Agreement) 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 Note Subsidiary Guarantee will be limited as necessary or pursuant to prevent its Note contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee from not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Thereafter, such Each Subsidiary Guarantee shall only be released in accordance with Article XI. Each Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of that becomes a Subsidiary Guarantor will provide by its terms on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, Mortgages (in substantially the same form as those executed and delivered with respect to the Collateral) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but in no greater scope)) as may be necessary to vest in the Collateral Agent or Control Agent, as applicable, a perfected security interest) having the priority specified in the Intercreditor Agreement subject to no Liens other than Permitted Liens in properties and assets that it will constitute Collateral as security for the Securities or the Subsidiary Guarantees and as may be automatically and unconditionally released and discharged necessary to have such property or asset added to the applicable Collateral as required under the circumstances set forth Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such perfected third priority (or any other priority as permitted under the Intercreditor Agreement) security interest, as applicable, in Section 11.05. The form any such property or asset requires the consent of a third party, the Company shall use commercially reasonable efforts to obtain such consent; provided, further, however, that if after the use of commercially reasonable efforts, such third party does not consent to such perfected security interest on an asset or property that would constitute as immaterial portion of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVECollateral, Subsidiary Guarantor shall not be required to provide such security interest.

Future Subsidiary Guarantors. (a) The Company will shall not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of guaranteeing the Indebtedness of a any other Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), ) unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) on the Notes Securities on a senior basis and all other obligations under this Indenture on a senior basis; provided except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes Securities or a Note Subsidiary Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes Securities or the Note Guaranteesapplicable Subsidiary Guarantee, as the case may be. The obligations ; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, Subsidiary Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the 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 Restricted Subsidiary, subject to bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and general principles of equity; provided that this paragraph (a) shall not be applicable to any Guarantee by any Restricted Subsidiary (x) that (A) existed at the time such Person became a Guarantor for all purposes Restricted Subsidiary and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (y) that Guarantees the payment of this Indenture. Notwithstanding obligations of the preceding paragraph, Company or any Note Guarantee of a Restricted Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form Senior Credit Facility; provided, further that such Senior Credit Facility does not include Indebtedness Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A or Regulation S) pursuant to an exemption from the registration requirements of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVESecurities Act.

Future Subsidiary Guarantors. The If, after the Issue Date, any Domestic Subsidiary of the Company will that is not permit an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any Restricted Subsidiary to Guarantee the payment of any other Indebtedness of the Company or any Indebtedness Subsidiary Guarantor in excess of any other Restricted the De Minimis Amount, then such Domestic Subsidiary (other than will become a Guarantee Guarantor by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers executing a supplemental indenture pursuant and delivering it to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment Trustee within 20 Business Days of the principal of, premium, if any, and interest date on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes which it Guaranteed or a Note Guarantee, any Guarantee of such Restricted Subsidiary became an obligor with respect to such Indebtedness Indebtedness; provided, however, that the preceding shall be subordinated not apply to Subsidiaries of the Company that have been properly designated as Unrestricted Subsidiaries in right of payment accordance with this Indenture for so long as they continue to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureconstitute Unrestricted Subsidiaries. Notwithstanding the preceding paragraphpreceding, any Note Subsidiary Guarantee of a Domestic Subsidiary Guarantor will that was incurred pursuant to this Section 3.11 shall provide by its terms that it will shall be automatically and unconditionally released and discharged under at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the circumstances set forth Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 11.0510.2. The form Each Subsidiary Guarantor shall be released in accordance with the provisions of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEthis Indenture described in Section 10.2.

Future Subsidiary Guarantors. (a) The Company will not permit any shall cause each of its future Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, a Guarantee by soon as practicable after it becomes a Foreign Subsidiary of Indebtedness of a Foreign Restricted Subsidiary or a Guarantee by a Receivables ceases to be an Exempted Subsidiary), unless such Restricted Subsidiary simultaneously executes to execute and delivers deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, guarantee the full and prompt payment of the principal ofNotes as either a Subsidiary Guarantor or JV Subsidiary Guarantor. Notwithstanding the foregoing, premiumthe Company may elect to have such future Restricted Subsidiary (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee or JV Subsidiary Guarantee at the time such entity becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, if anyprovided that, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment after giving effect to the Notes or a Note Guarantee, any Guarantee Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (other than Exempted Subsidiaries) that are not Subsidiary with respect Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the date such Person becomes a Restricted Subsidiary or ceases to such Indebtedness shall be subordinated in right of payment to such Restricted an Exempted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, Each such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to as Other Non-Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05Subsidiaries. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE103

Future Subsidiary Guarantors. The Company will may not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to Guarantee the payment of guarantee any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Obligor (other than "Guaranteed Indebtedness") or to acquire a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), Mortgaged Rig unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which this Indenture providing for a Subsidiary Guarantee of payment of the Secured Notes by such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer, the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee. If the Guaranteed Indebtedness is pari passu with respect to the Guarantee, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes or Guarantee, then the Note Guarantees, as the case may be. The obligations guarantee of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary Guaranteed Indebtedness shall be a Guarantor for subordinated to the Subsidiary Guarantee at least to the extent that all purposes of this IndentureGuaranteed Indebtedness is subordinated to the Guarantee. Notwithstanding the preceding paragraphforegoing, any Note Subsidiary Guarantee by a Restricted Subsidiary which does not own a Mortgaged Rig that was incurred pursuant to the terms of a Subsidiary Guarantor will this Section 4.19 (but not otherwise) shall provide by its terms that it will shall be automatically and unconditionally released and discharged under upon the circumstances set forth in Section 11.05. The form release or discharge of the Note Guarantee is attached hereto guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as Exhibit C. ARTICLE FIVEa result of, payment under such guarantee.

Future Subsidiary Guarantors. The Company will not permit any cause each Restricted Subsidiary to Guarantee that Guarantees, on the payment of Issue Date or any time thereafter, any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary Guarantor to execute and deliver to the Initial Holder or a Guarantee by a Receivables Subsidiary)the Trustee, unless such Restricted Subsidiary simultaneously executes and delivers as applicable, a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on the Notes a senior subordinated secured basis and all other obligations under this Indenture on Indenture. Each Restricted Subsidiary that becomes a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment Subsidiary Guarantor after the Issue Date will also become a party to the Notes Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Initial Holder or Trustee, the Collateral Agent and the holders of the Securities a Note Guarantee, perfected and at least third-priority security interest in any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to Collateral held by such Restricted Subsidiary’s Note , subject to Permitted Liens. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee substantially to of (1) Indebtedness under the same extent Senior Secured Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Floating Rate Notes and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be limited as necessary to prevent its Note Guarantee from constituting Incurred by a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of (other than a Subsidiary Guarantor) under the second paragraph of Section 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor will provide by its terms that it will under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEor discharged.

Future Subsidiary Guarantors. The After the Issue Date, the Company will not permit any cause each Restricted Subsidiary to Guarantee the payment of that Guarantees any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes Guarantor to execute and delivers deliver to the Trustee a supplemental indenture indenture, substantially in the form of Exhibit C hereto, pursuant to which such Restricted Subsidiary will shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Securities on the Notes a senior secured basis and all other obligations of the Company under this Indenture Indenture. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a senior basis; provided that if Subsidiary Guarantor under Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness is are satisfied in full and discharged or are otherwise permitted to be Incurred by its express terms subordinated in right of payment to a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b), then the Notes or a Note Guarantee, any Subsidiary Guarantee of such Restricted Subsidiary with respect to such Indebtedness Guarantor shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may beautomatically and unconditionally released and discharged. The obligations of a each Subsidiary Guarantor shall be limited to the maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) 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 Note Subsidiary Guarantee will be limited as necessary or pursuant to prevent its Note contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee from not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Thereafter, such Each Subsidiary Guarantee shall only be released in accordance with Article XI. Each Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of that becomes a Subsidiary Guarantor will provide by its terms on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but in no greater scope)) as may be necessary to vest in the Collateral Agent a perfected second priority security interest (subject to Permitted Liens) in properties and assets that it will constitute Collateral as security for the Securities or the Subsidiary Guarantees and as may be automatically and unconditionally released and discharged necessary to have such property or asset added to the applicable Collateral as required under the circumstances set forth Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such second priority security interest in Section 11.05. The form any such property or asset requires the consent of a third party, the Company shall use commercially reasonable efforts to obtain such consent; provided, further, however, that if after the use of commercially reasonable efforts, such third party does not consent to the second priority security interest on an asset or property that would constitute as immaterial portion of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVECollateral, Subsidiary Guarantor shall not be required to provide such security interest.

Future Subsidiary Guarantors. The Company will not permit any shall cause ---------------------------- (1) each Domestic Restricted Subsidiary to Guarantee the payment of any that Incurs Indebtedness of the Company or any Indebtedness of any other and (2) each Foreign Restricted Subsidiary (other than that Incurs Material Indebtedness to become a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)Guarantor, unless such Restricted Subsidiary simultaneously executes and, if applicable, execute and delivers deliver to the Trustee a supplemental indenture in the form set forth in Exhibit C pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt guarantee payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basisSecurities; provided that if the Company shall not cause any Special Purpose -------- Subsidiary to become a Subsidiary Guarantor unless such Special Purpose Subsidiary Incurs Indebtedness is by its express terms subordinated other than Indebtedness in right respect of payment the Credit Agreement (or any Refinancing Indebtedness Incurred to Refinance such Indebtedness) or FCC Debt; provided further that in the Notes or event that a Note Subsidiary ---------------- Guarantor no longer has outstanding, other than the Subsidiary Guarantee, any Indebtedness (in the case of a Domestic Restricted Subsidiary) or Material Indebtedness (in the case of a Foreign Restricted Subsidiary), the Subsidiary Guarantee of such that Subsidiary Guarantor shall terminate. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary’s Note Guarantee substantially , voidable under applicable law relating to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes or similar laws affecting the rights of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEcreditors generally.

Future Subsidiary Guarantors. The No later than the Separation Date, the Subsidiaries of the Company that Guarantee or are required to guarantee the Company’s obligations under the Credit Agreement will become Subsidiary Guarantors by executing one or more supplements to this Indenture substantially in the form of Exhibit B hereto and delivering them to the Trustee. If, after the Separation Date, any Domestic Subsidiary of the Company that is not permit an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any Restricted Subsidiary to Guarantee the payment of any other Indebtedness of the Company or any Indebtedness Subsidiary Guarantor in excess of any other Restricted the De Minimis Amount, then such Domestic Subsidiary (other than will become a Guarantee Subsidiary Guarantor by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers executing a supplemental indenture pursuant and delivering it to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment Trustee within 20 Business Days of the principal of, premium, if any, and interest date on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes which it Guaranteed or a Note Guarantee, any Guarantee of such Restricted Subsidiary became an obligor with respect to such Indebtedness Indebtedness; provided, however, that the preceding shall be subordinated not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in right of payment accordance with this Indenture for so long as they continue to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureconstitute Unrestricted Subsidiaries. Notwithstanding the preceding paragraphpreceding, any Note Subsidiary Guarantee of a Domestic Subsidiary Guarantor will that was incurred pursuant to this Section 3.11 shall provide by its terms that it will shall be automatically and unconditionally released and discharged under at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the circumstances set forth Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 11.0510.2. The form Each Subsidiary Guarantor shall be released in accordance with the provisions of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEthis Indenture described in Section 10.2.

Future Subsidiary Guarantors. The Company and each Subsidiary Guarantor will cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of Columbia of the Company which, after December 17, 2001 (if not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to this Indenture and thereby become a Subsidiary Guarantor which shall be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes); provided, however, that PPM Cranes, Inc. will not be a Subsidiary Guarantor unless PPM Cranes, Inc. has not transferred substantially all of its assets to another Subsidiary Guarantor on or prior to February 28, 2002. If substantially all of the assets of PPM Cranes, Inc. are not transferred to another Subsidiary Guarantor on or prior to February 28, 2002, PPM Cranes, Inc. will execute and deliver an indenture supplemental to this Indenture and thereby become a Subsidiary Guarantor of the Notes. In addition, the Company will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), Guarantor unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt Indenture providing for the Guarantee of the payment of the principal ofNotes by such Restricted Subsidiary, premium, if any, and interest on which Guarantee of the payment of the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms shall be subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such other Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Subsidiary Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary applicable, are subordinated to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereaftersuch other Indebtedness; provided, however, that such Restricted Subsidiary shall not be a required to so Guarantee the payment of the Notes to the extent that such other Indebtedness does not exceed $1 million individually or, together with any other Indebtedness of the Company or any Subsidiary Guarantor for all purposes of this IndentureGuaranteed by such Restricted Subsidiary, $3 million in the aggregate. Notwithstanding Such Restricted Subsidiary shall be deemed released from its obligations under the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form payment of the Note Notes at any such time that such Restricted Subsidiary is released from all of its obligations under its Guarantee is attached hereto as Exhibit C. ARTICLE FIVEof such other Indebtedness unless such release results from the payment under such Guarantee of other Indebtedness.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEC.

Future Subsidiary Guarantors. The Company and each Subsidiary Guarantor shall cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of Columbia of the Company which, after the date of this Indenture (if not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to the Indenture and thereby become a Subsidiary Guarantor which shall be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes); provided, however, that no Subsidiary meeting the requirements of this sentence which is an Inactive Subsidiary shall be required to become a Subsidiary Guarantor hereunder unless and until such date as such Subsidiary no longer is an Inactive Subsidiary (at which date such Subsidiary shall, if required by the terms of this sentence, become a Subsidiary Guarantor). In addition, the Company will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), Guarantor unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt Indenture providing for the Guarantee of the payment of the principal ofNotes by such Restricted Subsidiary, premium, if any, and interest on which Guarantee of the payment of the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms shall be subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such other Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Subsidiary Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary applicable, are subordinated to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereaftersuch other Indebtedness; provided, however, that such Restricted Subsidiary shall not be a required to so Guarantee the payment of the Notes to the extent that such other Indebtedness does not exceed $1 million individually or, together with any other Indebtedness of the Company or any Subsidiary Guarantor for all purposes of this IndentureGuaranteed by such Restricted Subsidiary, $3 million in the aggregate. Notwithstanding Such Restricted Subsidiary shall be deemed released from its obligations under the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form payment of the Note Notes at any such time that such Restricted Subsidiary is released from all of its obligations under its Guarantee is attached hereto as Exhibit C. ARTICLE FIVEof such other Indebtedness unless such release results from the payment under such Guarantee of other Indebtedness.

Future Subsidiary Guarantors. The Company will not permit any cause each Material Restricted Subsidiary to Guarantee the payment of (other than a Receivables Entity or Foreign Subsidiary that does not guarantee any Indebtedness of the Company or any Indebtedness Restricted Subsidiary) created, designated or acquired by the Company or one or more of any other its Restricted Subsidiaries to execute and deliver to the Trustee a Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basisbasis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, any and interest on the Notes and all other obligations under this Indenture Securities on a senior secured basis; provided that if . In addition, the Company will cause such Indebtedness is by its express terms subordinated in right of payment Material Restricted Subsidiary to become a party to the Notes Collateral Documents and take such actions necessary or advisable to grant to the Collateral Agent, for the benefit of itself and the Holders, a Note Guarantee, perfected security interest in any Guarantee of Collateral held by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Material Restricted Subsidiary’s Note Guarantee substantially , subject to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may bePermitted Liens. The obligations of a 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 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 Note Subsidiary Guarantee will be limited as necessary or pursuant to prevent its Note contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee from not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Thereafter, such Restricted Each Subsidiary Guarantee shall be a Guarantor for all purposes released in accordance with the provisions of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth Indenture described in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE10.1.

Future Subsidiary Guarantors. The Company will Issuer shall not permit (i) any of its Restricted Subsidiaries to guarantee or incur any Indebtedness under the Term Loan Credit Agreement or the Unsecured Notes or (ii) any of its Restricted Subsidiaries that are Domestic Subsidiaries to guarantee or incur any Indebtedness under any other syndicated bank or capital markets Indebtedness of the Issuer or any Restricted Subsidiary to Guarantee the payment in an aggregate principal amount in excess of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)$50 million, unless unless, in each case, such Restricted Subsidiary simultaneously within 30 days executes and delivers a supplemental indenture pursuant to this Indenture, the form of which is attached as Exhibit C hereto, providing for a Guarantee by such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal ofSecurities. Notwithstanding the foregoing, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if each such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or fraudulent transfer transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of Each Person that becomes a Subsidiary Guarantor will provide by its after the Issue Date shall also become a party to the applicable Security Documents pursuant to the terms of this Indenture and shall as promptly as practicable, and in no event later than 90 days, execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral that it will this Indenture provides may be automatically delivered after the Issue Date (to the extent, and unconditionally released 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 discharged assets that constitute Notes Priority Collateral and a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute ABL Priority Collateral, as security for such Guarantor’s Guarantee and as may be necessary to have such property or asset added to the Collateral as required under the circumstances set forth Security Documents and this Indenture, and thereupon all provisions of this Indenture and the Security Documents relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Guarantee shall be released in accordance with Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE10.03 hereof.

Future Subsidiary Guarantors. (a) The Company will not permit any shall cause each Restricted Subsidiary to (other than Colt Rapid Mat LLC, which shall enter into this Indenture and the related Guarantee on the payment of Issue Date) that Guarantees, on the Issue Date or any time thereafter, any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes Guarantor to execute and delivers deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C, hereto, pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, basis the full and prompt payment of the principal of, premium, if any and interest, including Additional Interest, if any, and interest on the Notes Securities on a senior unsecured basis and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may beIssuers hereunder. The obligations of a 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 Senior 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 Note Subsidiary Guarantee will be limited as necessary or pursuant to prevent its Note contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee from not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Thereafter, such Restricted Each Subsidiary Guarantee shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEaccordance with Article X.

Future Subsidiary Guarantors. The Upon (i) the acquisition by the Company will not permit any Restricted Subsidiary to Guarantee or Guarantor of the payment Capital Stock of any Indebtedness Person, if, as a result of such acquisition, such Person becomes a Subsidiary of the Company or any Indebtedness Guarantor or (ii) the last day of any other Restricted fiscal quarter during which any Subsidiary of the Company that is not a Guarantor as of such date and has not previously been released as a Guarantor pursuant to Section 10.4 or Section 10.5 of this Indenture becomes a Subsidiary, such Subsidiary (other than a hereinafter any such Subsidiary, except any Excluded Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary(as defined below), unless such Restricted being called a "Future Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will Guarantor") shall unconditionally Guarantee, on a joint and several basis, guarantee the full and prompt payment obligations of the principal of, premium, if any, Company with respect to payment and interest on performance of the Notes Securities and all the other obligations of the Company under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as that such Indebtedness is subordinated obligations are guaranteed by the other Guarantors pursuant to Section 10.1 hereof; and, within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute and deliver to the Notes or Trustee a supplemental indenture, which shall be in a form satisfactory to the Note GuaranteesTrustee, as the case may be. The obligations of a making such Future Subsidiary Guarantor under its Note Guarantee will be limited as necessary a party to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding ; provided, however, that the preceding paragraph, foregoing provisions shall not apply to (A) any Note Guarantee Subsidiary referenced in clause (i) or clause (ii) above that is prohibited by law or by the terms of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under any agreement from making the circumstances guarantee set forth in Section 11.05. The form 10.1 hereof (an "Excluded Guarantee Subsidiary") (provided that such Subsidiary will become a Future Subsidiary Guarantor as of the Note Guarantee date such prohibition is attached hereto removed or lapses), or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 10.5 hereof, had such Subsidiary been a Guarantor at the time such events occurred, or (C) a Subsidiary of any Person which has been released as Exhibit C. ARTICLE FIVEa Guarantor pursuant to Section 10.5 hereof, or (D) Bevexxx Xxxding, Bevexxx Xxxemnity or any of their respective successors.

Future Subsidiary Guarantors. The Company will not permit any shall cause ----------------------------- (1) each Domestic Restricted Subsidiary to Guarantee the payment of any that Incurs Indebtedness of the Company or any Indebtedness of any other and (2) each Foreign Restricted Subsidiary (other than that Incurs Material Indebtedness to become a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)Guarantor, unless such Restricted Subsidiary simultaneously executes and, if applicable, execute and delivers deliver to the Trustee a supplemental indenture in the form set forth in Exhibit C pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt guarantee payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basisSecurities; provided that if -------- the Company shall not cause any Special Purpose Subsidiary to become a Subsidiary Guarantor unless such Special Purpose Subsidiary Incurs Indebtedness is other than Indebtedness in respect of the Credit Agreement (or any Refinancing Indebtedness Incurred to Refinance such Indebtedness) or FCC Debt; provided -------- further that in the event that a Subsidiary Guarantor no longer has outstanding ------- any Indebtedness (in the case of a Domestic Restricted Subsidiary) or Material Indebtedness (in the case of a Foreign Restricted Subsidiary), the Subsidiary Guarantee of that Subsidiary Guarantor shall terminate. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by its express terms subordinated in right of payment to that Restricted Subsidiary without rendering the Notes or a Note Subsidiary Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment as it relates to such Restricted Subsidiary’s Note Guarantee substantially , voidable under applicable law relating to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes or similar laws affecting the rights of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEcreditors generally.

Future Subsidiary Guarantors. (a) The Company will shall not permit any Restricted current or future Domestic Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than or otherwise become an obligor, including as a Guarantee by co-borrower, under a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)Credit Facility, unless (i) such Restricted Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto, providing for a Subsidiary Guarantee of such Domestic Subsidiary pursuant to which such Restricted Domestic Subsidiary will shall unconditionally Guarantee, on a joint and several basis, all of the obligations of the Company and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any, any and interest on the Notes on a senior basis and all other obligations under this Indenture on a senior basisIndenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guaranteethe Subsidiary Guarantees, as the case may be, any such Guarantee of such Restricted Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Domestic Subsidiary’s Note 's Subsidiary Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Domestic 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 Domestic Subsidiary under its Subsidiary Guarantee of the Notes or so long as any of the Note GuaranteesNotes remain outstanding; and (iii) such Domestic Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes valid, as the case may be. The binding and enforceable obligations of a Subsidiary Guarantor under its Note Guarantee will such Domestic Subsidiary, 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 necessary enforcement thereof is subject to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes general principles of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEequity.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), ) unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) on the Notes Securities and all other obligations under this Indenture on a senior basis; provided subordinated basis except that (A) if the Securities or, if the issuer of the Indebtedness being Guaranteed is a Subsidiary Guarantor, its Subsidiary Guarantee is subordinated in right of payment to such Indebtedness, the Subsidiary Guarantee to be issued shall be subordinated to such Restricted Subsidiary’s Guarantee with respect to such Indebtedness substantially to the same extent as the Securities or the applicable Subsidiary Guarantee, as the case may be, is subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Notes Securities or a Note Subsidiary Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes Securities or the Note Guaranteesapplicable Subsidiary Guarantee, as the case may be; (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the 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 Restricted Subsidiary, subject to bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and general principles of equity; provided that this paragraph shall not be applicable to any Guarantee by any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (y) that Guarantees the payment of obligations of the Company or any Restricted Subsidiary under the Senior Credit Facility. Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee by a Restricted Subsidiary shall provide by its terms that it shall be automatically and unconditionally released and discharged if: (i) the sale or other disposition is in compliance with this Indenture, including Section 3.5, Section 3.9 and Section 4.1; and (ii) all the obligations of such Subsidiary Guarantor under any agreements relating to any Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. In addition, a Subsidiary Guarantor will be released from its obligations under this Indenture, its Subsidiary Guarantee and, if applicable, the Registration Rights Agreement: (i) if applicable, the Guarantee which resulted in the issuance of such Subsidiary Guarantee is released and discharged in full and such Restricted Subsidiary has not issued a Guarantee of other Indebtedness of the Company or its Restricted Subsidiaries that has not been released and discharged in full (other than Guarantees referred to in the final provision of the preceding paragraph), (ii) the Company designates such Subsidiary as an Unrestricted Subsidiary and such designation complies with the other applicable provisions of this Indenture or (iii) in connection with any legal defeasance of the Securities in connection with the terms of this Indenture. The obligations of a Subsidiary Guarantor under its Note Subsidiary Guarantee will be limited as necessary to prevent its Note Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE.

Future Subsidiary Guarantors. (a) The Company will shall not permit any Restricted Subsidiary of its current or future Domestic Subsidiaries (other than QS Wholesale) to either (1) Guarantee the payment of any Indebtedness of the Company Company, QS Wholesale or any Indebtedness of any other Restricted Subsidiary or (other than 2) otherwise become an obligor, including as a Guarantee by co-borrower, under a Foreign Subsidiary Credit Facility Incurred pursuant to clause (1) of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables SubsidiarySection 3.3(b), unless (i) such Restricted Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto, providing for a Notes Guarantee of such Domestic Subsidiary pursuant to which such Restricted Domestic Subsidiary will shall fully and unconditionally Guarantee, on a joint and several basis, all of the obligations of the Issuers and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior basis and all other obligations under this Indenture on a senior basisIndenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guaranteethe Notes Guarantees, as the case may be, any such Guarantee of such Restricted Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Domestic Subsidiary’s Note Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes Notes; (ii) such Domestic Subsidiary waives and shall not in any manner whatsoever claim or take the Note Guaranteesbenefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company, QS Wholesale or any other Restricted Subsidiary as the case may be. The obligations a result of a any payment by such Domestic Subsidiary Guarantor under its Note Notes Guarantee will be limited so long as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, any of the Notes remain outstanding; and (iii) such Restricted Domestic Subsidiary shall be a Guarantor for all purposes deliver to the Trustee an Opinion of this Indenture. Notwithstanding Counsel with respect to corporate matters in connection with its Notes Guarantee, in form and substance reasonably satisfactory to the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVETrustee.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other shall cause each Domestic Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary Receivables Entity) that Guarantees any Indebtedness of the Company (other than Indebtedness and other obligations under the Senior Credit Agreement, the Senior Subordinated Notes and the Guarantees of other Indebtedness of the Company consisting solely of Guarantees of Indebtedness of a Foreign Subsidiary one or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes more of the Company’s Subsidiaries) to execute and delivers deliver to the Trustee a supplemental indenture indenture, in the form set forth as Exhibit C, pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt Guarantee payment of the principal of, premiumSecurities. The obligations of each Guarantor, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Notes Guarantee will be limited to the maximum amount as necessary will, after giving effect to prevent all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Senior Credit Agreement and the Senior Subordinated Notes Indenture) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Notes Guarantee, result in the obligations of such Guarantor under its Notes Guarantee from not constituting a fraudulent conveyance or fraudulent transfer under applicable lawfederal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. Thereafter, such Restricted Subsidiary A Guarantor shall be a Guarantor for all purposes released from its obligations under its Notes Guarantee upon the occurrence of this Indenture. Notwithstanding certain events as specified in the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by supplemental indenture constituting its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVENotes Guarantee.

Future Subsidiary Guarantors. (a) The Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other cause each Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Subsidiary) that Guarantees, on the Issue Date or any time thereafter, Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes the Company under the Senior Secured Credit Agreement to execute and delivers deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on in respect of the Notes on a senior unsecured basis and all other obligations under this Indenture on an unsecured basis. Notwithstanding the foregoing, in the event (1) a senior basis; provided that if Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (i) the Senior Secured Credit Agreement and (ii) all other Indebtedness of the Company and its Restricted Subsidiaries and (2) such Subsidiary Guarantor has not Incurred any Indebtedness is by in reliance on its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent status as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be limited as necessary to prevent its Note Guarantee from constituting Incurred by a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be (other than a Guarantor for all purposes of this Indenture. Notwithstanding Subsidiary Guarantor) under Section 3.3(b), then the preceding paragraph, any Note Subsidiary Guarantee of a such Subsidiary Guarantor will provide by its terms that it will shall be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEor discharged.

Future Subsidiary Guarantors. The Company will not permit any Restricted Issuers shall cause each Spectrum Entity that is a wholly-owned Domestic Subsidiary that is formed or acquired following the Issue Date to Guarantee execute and deliver to the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers Second-Priority Trustee a supplemental indenture pursuant to which such domestic wholly-owned Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Second-Priority Notes on the Notes a senior secured basis and all other obligations under this Indenture Second-Priority Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall also become a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment party to the applicable Second-Priority Security Documents and shall as promptly as practicable execute and deliver such security instruments, financing statements and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Second-Priority Collateral Agent a second-priority security interest (subject to Permitted Liens or Permitted Spectrum Liens in the case of Spectrum Assets) in the manner and to the extent set forth in the Second-Priority Security Documents and this Second-Priority Indenture in properties and assets of the type constituting Collateral as security for the Second-Priority Notes or a Note Guaranteethe Guarantees, any Guarantee and thereupon all provisions of such Restricted Subsidiary with respect this Second-Priority Indenture relating to the Collateral shall be deemed to relate to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially properties and assets to the same extent as such Indebtedness is subordinated to and with the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically same force and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEeffect.

Future Subsidiary Guarantors. (a) The Company will not permit any shall cause each of its future Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, a Guarantee by soon as practicable after it becomes a Foreign Subsidiary of Indebtedness of a Foreign Restricted Subsidiary or a Guarantee by a Receivables ceases to be an Exempted Subsidiary), unless such Restricted Subsidiary simultaneously executes to execute and delivers deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, guarantee the full and prompt payment of the principal ofNotes as either a Subsidiary Guarantor or JV Subsidiary Guarantor. Notwithstanding the foregoing, premiumthe Company may elect to have such future Restricted Subsidiary (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee or JV Subsidiary Guarantee at the time such entity becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, if anyprovided that, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment after giving effect to the Notes or a Note Guarantee, any Guarantee Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (other than Exempted Subsidiaries) that are not Subsidiary with respect Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the date such Person becomes a Restricted Subsidiary or ceases to such Indebtedness shall be subordinated in right of payment to such Restricted an Exempted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, Each such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to as Other Non-Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVESubsidiaries.

Future Subsidiary Guarantors. The Company will not permit any shall cause ----------------------------- (1) each Domestic Restricted Subsidiary to Guarantee the payment of any that Incurs Indebtedness of the Company or any Indebtedness of any other and (2) each Foreign Restricted Subsidiary (other than that Incurs Material Indebtedness to become a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)Guarantor, unless such Restricted Subsidiary simultaneously executes and, if applicable, execute and delivers deliver to the Trustee a supplemental indenture in the form set forth in Exhibit C pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt guarantee payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basisSecurities; provided that if -------- the Company shall not cause any Special Purpose Subsidiary to become a Subsidiary Guarantor unless such Special Purpose Subsidiary Incurs Indebtedness is by its express terms subordinated other than Indebtedness in right respect of payment the Credit Agreement (or any Refinancing Indebtedness Incurred to Refinance such Indebtedness) or FCC Debt; provided -------- further that in the Notes or event that a Note Subsidiary Guarantor no longer has outstanding, ------- other than the Subsidiary Guarantee, any Indebtedness (in the case of a Domestic Restricted Subsidiary) or Material Indebtedness (in the case of a Foreign Restricted Subsidiary), the Subsidiary Guarantee of such that Subsidiary Guarantor shall terminate. Each Subsidiary Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary’s Note Guarantee substantially , voidable under applicable law relating to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes or similar laws affecting the rights of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEcreditors generally.

Future Subsidiary Guarantors. The Company will not permit any cause each Material Restricted Subsidiary to Guarantee the payment of (other than a Receivables Entity or Foreign Subsidiary that does not guarantee any Indebtedness of the Company or any Indebtedness Restricted Subsidiary) created, designated or acquired by the Company or one or more of any other its Restricted Subsidiaries to execute and deliver to the Trustee a Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basisbasis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premiumand premium and interest, if any, on, the Notes on a senior secured basis. In addition, the Company will (A) pledge the Capital Stock of each Material Restricted Subsidiary (other than any Receivables Entity) and interest on 65% of each First Tier Foreign Subsidiary pursuant to the Security Documents and (B) cause each such Material Restricted Subsidiary (other than any Receivables Entity) to become a party to the applicable Security Documents, and in each case take such actions necessary or advisable to grant to the Collateral Trustee, for the benefit of itself and the holders of the Notes and all any other obligations under this Indenture on Shared Lien Obligations, a senior basis; provided that if perfected security interest in any Collateral held by such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Material Restricted Subsidiary with respect to or such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note GuaranteesCapital Stock, as the case may beapplicable, subject to Permitted Liens. The obligations of a 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 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 Note Subsidiary Guarantee will be limited as necessary or pursuant to prevent its Note contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee from not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. Thereafter, such Restricted Each Subsidiary Guarantee shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in accordance with Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE10.2.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary (other than any Foreign Subsidiary or any Receivables Subsidiary) to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that that, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the such Note GuaranteesGuarantee, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE

Future Subsidiary Guarantors. The Company will not permit any Issuer shall cause each Restricted Subsidiary that guarantees any Bank Indebtedness to Guarantee execute and deliver to the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers Trustee a supplemental indenture substantially in the form of Exhibit C-1 hereto pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, shall guarantee the full and prompt payment of the principal of, premium, if any, and interest on Issuer’s Obligations under the Notes and all other obligations under this Indenture on the same second-priority secured basis, as well as to execute and deliver a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment joinder to the Notes or a Note Guarantee, any Guarantee Intercreditor Agreement and to execute and deliver to the Trustee such Security Documents as are necessary to perfect Liens created on all assets of such Restricted Subsidiary with respect to the extent required pursuant to Section 4.12 and Section 4.13; it being understood and agreed that for any such Restricted Subsidiary that executes such supplemental indenture dated the Acquisition Date, such supplemental indenture shall be substantially in the form attached as Exhibit C-2 hereto; and it being further understood and agreed that for any such Restricted Subsidiary organized under the laws of Belgium, Germany or Luxembourg that otherwise executes such supplemental indenture and provides a Guarantee, such supplemental indenture shall contain the applicable limitations as to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially in the form included in the supplemental indenture attached as Exhibit C-2 hereto. If following the date of this Indenture and notwithstanding anything in Section 9.02 to the same extent as such Indebtedness is subordinated to the Notes contrary, any Restricted Subsidiary incorporated, organized or the Note Guaranteesformed, as the case may be. The obligations , under the laws of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary any jurisdiction outside the United States shall be required to execute a Guarantor Guarantee and the Issuer shall reasonably determine that Section 12.02 or any applicable provision set forth in Exhibit C-2 hereto shall not adequately address the limitations on such Guarantee imposed by applicable law of the jurisdiction of incorporation, organization or formation, as the case may be, of any such future Guarantor; then the Issuer shall be entitled to amend such clauses or add such additional provisions (including any related modifications to a supplement to this Indenture or a Guarantee, substantially in the form of Exhibit C-1 hereto), as the case may be, in order for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEnot to so violate applicable law.

Future Subsidiary Guarantors. The Company will not permit cause each Wholly Owned Domestic Subsidiary that guarantees payment by the Company or any Restricted Subsidiary to Guarantee the payment Guarantor of any Indebtedness of the Company or any Indebtedness such Subsidiary Guarantor under any of any other Restricted Subsidiary the Senior Credit Facilities (other than including by reason of being a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, borrower under the Senior ABL Facility on a joint and several basis, basis with the full Company or a Subsidiary Guarantor) to execute and prompt deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such Wholly Owned Domestic Subsidiary will guarantee payment of the principal of127 Notes, premium, if any, and interest on the Notes and whereupon such Wholly Owned Domestic Subsidiary will become a Subsidiary Guarantor for all other obligations purposes under this Indenture on Indenture. Within 90 days of any Wholly Owned Domestic Subsidiary so becoming a senior basisSubsidiary Guarantor, the Company will also cause such Subsidiary Guarantor to execute and deliver such documents and instruments as shall be reasonably necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in favor of the Note Collateral Agent, as and to the extent provided in Section 1503; provided that if any other Cash Flow Collateral Obligations are outstanding at such Indebtedness is by its express terms subordinated in right time, the execution and delivery of payment such documents and instruments will only be required, and such property and assets will only become part of the Collateral securing the Notes, if and to the Notes extent that such property and assets become part of the Collateral securing such other Cash Flow Collateral Obligations substantially concurrently therewith; provided that any party will take all further action, that may be necessary or a Note Guaranteedesirable or that any party may reasonably request, in order to protect any Guarantee of right or interest granted or purpose to be granted under the Base Intercreditor Agreement or to enable such Restricted Subsidiary with respect party to such Indebtedness shall be subordinated in exercise and enforce its right of payment to such Restricted Subsidiary’s Note Guarantee substantially to and remedies under the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may beBase Intercreditor Agreement. The obligations Company will also have the right to cause any other Subsidiary to guarantee payment of a the Notes. Subsidiary Guarantor under its Note Guarantee Guarantees will be limited as necessary subject to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer release and discharge under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the certain circumstances set forth prior to payment in Section 11.05. The form full of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVENotes. Section 415.

Future Subsidiary Guarantors. (a) The Company will not permit any Borrower shall cause each Restricted Subsidiary to Guarantee the payment of that Guarantees any Indebtedness of the Company Borrower or any Indebtedness of any other Restricted Subsidiary Guarantor to become a Subsidiary Guarantor, and if applicable, execute and deliver to the Administrative Agent and the Collateral Agent a supplement to this Agreement (other than a Guarantee by a Foreign Subsidiary substantially in the form of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables SubsidiaryExhibit J), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture the Collateral Agreement and, if applicable, other Security Documents pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt shall Guarantee payment of the principal ofObligations. Upon execution and delivery by the Administrative Agent, premiumthe Borrower and a Subsidiary of an instrument in the form of Exhibit J hereto, such Subsidiary shall become a Subsidiary Guarantor hereunder with the same force and effect as if anyoriginally named as a Subsidiary Guarantor herein. For the purposes of this Section 5.11(a), and interest on a pledge of an intercompany note by a Restricted Subsidiary to secure Indebtedness of the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes Borrower or a Note Guarantee, any Subsidiary Guarantor shall be considered a Guarantee of by such Restricted Subsidiary unless such intercompany note is also pledged to secure the Obligations or the applicable Subsidiary Guarantee with respect the same level of priority that the Obligations or Subsidiary Guarantee bear to the other Indebtedness secured by such pledge. Each Subsidiary Guarantee shall be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Subsidiary Guarantor, without rendering the Subsidiary Guarantee, as it relates to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor voidable under its Note Guarantee will be limited as necessary applicable law relating to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes or similar laws affecting the rights of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEcreditors generally.

Future Subsidiary Guarantors. The Company will shall not permit any Restricted current or future Domestic Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than or otherwise become an obligor, including as a Guarantee by co-borrower, under a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)Credit Facility, unless (i) such Restricted Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto, providing for a Subsidiary Guarantee of such Domestic Subsidiary pursuant to which such Restricted Domestic Subsidiary will shall unconditionally Guarantee, on a joint and several basis, all of the obligations of the Company and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any, any and interest on the Notes on a senior basis and all other obligations under this Indenture on a senior basisIndenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guaranteethe Subsidiary Guarantees, as the case may be, any such Guarantee of such Restricted Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Domestic Subsidiary’s Note Subsidiary Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes Notes; (ii) such Domestic Subsidiary waives and shall not in any manner whatsoever claim or take the Note Guaranteesbenefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as the case may be. The obligations a result of a any payment by such Domestic Subsidiary Guarantor under its Note Subsidiary Guarantee will of the Notes so long as any of the Notes remain outstanding; and (iii) such Domestic Subsidiary shall deliver to the Trustee an opinion of counsel to the 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 Domestic Subsidiary, 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 necessary enforcement thereof is subject to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes general principles of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEequity.

Future Subsidiary Guarantors. The Company will not permit any cause each Restricted Subsidiary to Guarantee that Guarantees, on the payment of Issue Date or any time thereafter, any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes Guarantor to execute and delivers deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on the Notes a senior secured basis and all other obligations under this Indenture on Indenture. Each Restricted Subsidiary that becomes a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment Subsidiary Guarantor after the Issue Date will also become a party to the Notes Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the holders of the Securities a Note Guarantee, perfected and at least second-priority security interest in any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to Collateral held by such Restricted Subsidiary’s Note , subject to Permitted Liens. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee substantially to of (1) Indebtedness under the same extent Senior Secured Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Private Placement Notes, and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be limited as necessary to prevent its Note Guarantee from constituting Incurred by a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of (other than a Subsidiary Guarantor) under the second paragraph of Section 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor will provide by its terms that it will under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEor discharged.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary (other than any Foreign Subsidiary or any Receivables Subsidiary) to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that that, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the such Note GuaranteesGuarantee, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEC.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the such Note GuaranteesGuarantee, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEC.

Future Subsidiary Guarantors. The Company will may not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to Guarantee the payment of guarantee any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), the Credit Agreement ("Guaranteed Indebtedness") unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which the Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee. If the Guaranteed Indebtedness is pari passu with respect to the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes or Notes, then the Note Guaranteesguarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that all Guaranteed Indebtedness is subordinated to the Notes. Notwithstanding the foregoing, as the case may be. The obligations of any Subsidiary Guarantee by a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will shall be automatically and unconditionally released and discharged under upon the circumstances set forth in Section 11.05. The form release or discharge of the Note Guarantee is attached hereto guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as Exhibit C. ARTICLE FIVEa result of, payment under such guarantee.

Future Subsidiary Guarantors. (a) The Company will not permit any shall cause (i) each Restricted Subsidiary to Guarantee the payment of that is a Non-Guarantor Subsidiary and that Guarantees any Indebtedness of the Company Issuer or any Indebtedness Guarantor and (ii) each of any other its Restricted Subsidiary Subsidiaries (other than a Guarantee by Foreign Subsidiary, an NWO Subsidiary, a Foreign Subsidiary of Indebtedness of a Foreign Receivables Subsidiary or a Guarantee by a Receivables an Immaterial Non-Guarantor Subsidiary if such Immaterial Non-Guarantor Subsidiary, together with all other Immaterial Non-Guarantor Subsidiaries, collectively own not more than 2.5% of the Company’s consolidated total assets (determined as of the end of the most recent fiscal quarter of the Company for which financial statements of the Company are available), unless such Restricted Subsidiary simultaneously executes ) that is formed or acquired following the Issue Date to execute and delivers deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on in respect of the Notes on a senior secured basis and all other obligations under this Indenture. In addition, to the extent that the Immaterial Non-Guarantor Subsidiaries collectively own, as of the date of the formation or acquisition of or investment in an Immaterial Non-Guarantor Subsidiary, more than 2.5% of the Company’s consolidated total assets (determined as of the end of the most recent fiscal quarter of the Company for which financial statements of the Company are available), the Company shall cause, within ten Business Days after such date, one or more of such Immaterial Non-Guarantor Subsidiaries to execute and deliver to the Trustee a supplemental indenture pursuant to which such Immaterial Non-Guarantor Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior secured basis and all other obligations under this Indenture on a senior basis; provided such that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary remaining Immaterial Non-Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form Subsidiaries collectively own not more than 2.5% of the Note Guarantee is attached hereto Company’s consolidated total assets (determined as Exhibit C. ARTICLE FIVEof the end of the most recent fiscal quarter of the Company for which financial statements of the Company are available).

Future Subsidiary Guarantors. (a) The Company will shall not permit any Restricted Subsidiary of its current or future Domestic Subsidiaries (other than QS Wholesale) to either (1) Guarantee the payment of any Indebtedness of the Company Company, QS Wholesale or any Indebtedness of any other Restricted Subsidiary or (other than 2) otherwise become an obligor, including as a Guarantee by co-borrower, under a Foreign Subsidiary Credit Facility Incurred pursuant to clause (1) of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables SubsidiarySection 3.3(b), unless (i) such Restricted Domestic Subsidiary simultaneously (x) executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit C hereto, providing for a Notes Guarantee of such Domestic Subsidiary pursuant to which such Restricted Domestic Subsidiary will shall fully and unconditionally Guarantee, on a joint and several basis, all of the obligations of the Issuers and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior basis and all other obligations under this Indenture on a senior basisand (y) executes and delivers supplements and/or joinders to the applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Domestic Subsidiary to the same extent as that set forth in this Indenture and the Security Documents and take all actions required by the Security Documents to perfect such Lien; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guaranteethe Notes Guarantees, as the case may be, any such Guarantee of such Restricted Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Domestic Subsidiary’s Note Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes Notes; (ii) such Domestic Subsidiary waives and shall not in any manner whatsoever claim or take the Note Guaranteesbenefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company, QS Wholesale or any other Restricted Subsidiary as the case may be. The obligations a result of a any payment by such Domestic Subsidiary Guarantor under its Note Notes Guarantee will be limited so long as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, any of the Notes remain outstanding; and (iii) such Restricted Domestic Subsidiary shall be a Guarantor for all purposes deliver to the Trustee an Opinion of this Indenture. Notwithstanding Counsel with respect to corporate matters in connection with its Notes Guarantee, in form and substance reasonably satisfactory to the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVETrustee.

Future Subsidiary Guarantors. The Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other shall cause each ---------------------------- Restricted Subsidiary (other than a Subsidiary Guarantor) not to Guarantee by a Foreign Subsidiary of any Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)the Company, unless such Restricted Subsidiary, simultaneously therewith, becomes a Subsidiary simultaneously Guarantor, and executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit B pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt Guarantee payment of the principal ofSecurities. Concurrently with the execution and delivery of such supplemental indenture, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment Company shall deliver to the Notes Trustee an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such 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 Note Guaranteeproceeding at law or in equity, any the Subsidiary Guarantee of such Subsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms. Each Subsidiary Guarantee shall be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary’s Note Guarantee substantially , voidable under applicable law relating to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes or similar laws affecting the rights of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEcreditors generally.

Future Subsidiary Guarantors. The Company will not permit any cause each Restricted Subsidiary to Guarantee that Guarantees, on the payment of Emergence Date or any time thereafter, any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Guarantor (other than excluding a Guarantee by a Foreign Non-Guarantor Restricted Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee issued by a Receivables Non-Guarantor Restricted Subsidiary), unless such Restricted Subsidiary simultaneously executes ) to execute and delivers deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including additional interest, if any) in respect of the Securities on the Notes a senior unsecured basis and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraphforegoing, in the event any Note Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, then the Subsidiary Guarantee of a such Subsidiary Guarantor will provide by its terms that it will shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.2 unless such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted under the circumstances set forth in second paragraph of Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE3.2.

Future Subsidiary Guarantors. The Company will not permit any Issuer shall cause each Wholly Owned Restricted Subsidiary to Guarantee that is not an Excluded Subsidiary and that guarantees or becomes a borrower under the payment of Credit Agreement or that guarantees any other Bank Indebtedness of the Company Issuer or any Indebtedness of any other Restricted the Subsidiary (other than a Guarantee by a Foreign Subsidiary Guarantors, within 60 days of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)such triggering event, unless such Restricted Subsidiary simultaneously executes to execute and delivers deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt guarantee payment of the principal of, premium, if any, Notes and interest on to execute and deliver joinders to the Notes Security Documents and all any other obligations under this Indenture on a senior basisfilings or agreements, in each case to the extent required to create and perfect the security interests of the Notes Collateral Agent for the benefit of itself, the Trustee and the holders (provided that with respect to any actions taken with respect to the granting and/or perfection of security interests, notwithstanding the foregoing, no such actions shall be required to be taken in advance of the time required for the taking of such action in respect of the Credit Agreement); provided that if each of the Issuer’s Restricted Subsidiaries that becomes a Restricted Subsidiary upon the consummation of the Acquisition and that guarantees or becomes a borrower under the Credit Agreement shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Indebtedness is by its express terms subordinated in right Restricted Subsidiary will guarantee payment of payment the Notes substantially simultaneously with such Restricted Subsidiary guaranteeing or becoming a borrower under the Credit Agreement and to execute and deliver joinders to the Notes Security Documents and any other filings or a Note Guaranteeagreements, any Guarantee in each case to the extent required to create and perfect the security interests of such Restricted Subsidiary the Notes Collateral Agent for the benefit of itself, the Trustee and the holders (provided that with respect to any actions taken with respect to the granting and/or perfection of security interests, notwithstanding the foregoing, no such Indebtedness actions shall be subordinated required to be taken in right advance of payment to the time required for the taking of such Restricted Subsidiary’s Note Guarantee substantially action in respect of the Credit Agreement). Any periods of time for the addition of any Guarantor hereunder shall be deemed extended to the extent the same extent period is extended in respect of the Credit Agreement or by a person that becomes the Applicable Authorized Representative (as such Indebtedness term is subordinated to defined in the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEIntercreditor Agreement).

Future Subsidiary Guarantors. The Company will not permit any cause each Restricted Subsidiary to Guarantee that Guarantees, on the payment of Issue Date or any time thereafter, any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes Guarantor to execute and delivers deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on the Notes a senior basis and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraphforegoing, in the event any Note Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, then the Subsidiary Guarantee of a such Subsidiary Guarantor will provide by its terms that it will shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 unless such Subsidiary Guarantor's obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the circumstances set forth second paragraph of Section 3.3. Any such Subsidiary Guarantee will be governed by Article X. Each Subsidiary Guarantee shall be released in accordance with the provisions of this Indenture described under Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE10.2.

Future Subsidiary Guarantors. The Company will not permit any shall cause each Restricted Subsidiary of the Company (other than any Foreign Subsidiary) formed or acquired after the date of this Indenture that (i) has assets in excess of $1,000,000 or (ii) directly or indirectly assumes, becomes a borrower under, guarantees or in any other manner become liable with respect to Guarantee the payment of any Indebtedness of the Company or under the Senior Credit Facility to issue a Subsidiary Guarantee and execute and deliver an indenture supplemental to this Indenture substantially in the form of Exhibit D and thereby become a Subsidiary Guarantor which shall be bound by the guarantee of the Notes in the form set forth in this Indenture (without such Subsidiary Guarantor being required to execute and deliver the guarantee endorsed on the Notes). The Obligations under the Notes, the Subsidiary Guarantees and this Indenture and any Indebtedness Permitted Additional Pari Passu Secured Obligations of any other Restricted Person that is or becomes a Subsidiary (other than a Guarantee Guarantor after the Issue Date will be secured equally and ratably by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant Second Priority Lien in the Collateral granted to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment Collateral Agent for the benefit of the principal of, premium, if any, and interest on Holders of the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right the holders of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may bePermitted Additional Pari Passu Secured Obligations. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Such Subsidiary Guarantor will provide by its enter into a joinder agreement to the applicable Security Documents defining the terms of the security interests that it will be automatically secure payment and unconditionally released performance when due of the Notes and discharged under take all actions advisable in the circumstances opinion of the Company, as set forth in Section 11.05. The form an Officers’ Certificate accompanied by an opinion of counsel to the Company to cause the Second Priority Liens created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or formation of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVECompany and the Subsidiary Guarantors.

Future Subsidiary Guarantors. The Company and each Subsidiary Guarantor will cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of Columbia of the Company which, after November 25, 2003 (if not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to this Indenture and thereby become a Subsidiary Guarantor which shall be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes). In addition, the Company will not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to Guarantee the payment of any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), Guarantor unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt Indenture providing for the Guarantee of the payment of the principal ofNotes by such Restricted Subsidiary, premium, if any, and interest on which Guarantee of the payment of the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms shall be subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such other Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Subsidiary Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary applicable, are subordinated to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereaftersuch other Indebtedness; provided, however, that such Restricted Subsidiary shall not be a required to so Guarantee the payment of the Notes to the extent that such other Indebtedness does not exceed $1 million individually or, together with any other Indebtedness of the Company or any Subsidiary Guarantor for all purposes of this IndentureGuaranteed by such Restricted Subsidiary, $3 million in the aggregate. Notwithstanding Such Restricted Subsidiary shall be deemed released from its obligations under the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form payment of the Note Notes at any such time that such Restricted Subsidiary is released from all of its obligations under its Guarantee is attached hereto as Exhibit C. ARTICLE FIVEof such other Indebtedness unless such release results from the payment under such Guarantee of other Indebtedness.

Future Subsidiary Guarantors. The Co-Issuer will not permit the Company or any other Restricted Subsidiary of the Co-Issuer, directly or indirectly, to Guarantee any Indebtedness of the Co-Issuer (except the Indebtedness of the Co- Issuer under a guarantee of Indebtedness of one or more of its Restricted Subsidiaries). The Co-Issuer will not permit any Restricted Subsidiary of the Co-Issuer, directly or indirectly, to Guarantee the payment of any Indebtedness of the Company or any (except the Indebtedness of any other Restricted Subsidiary (other than the Company under a Guarantee by a Foreign Subsidiary guarantee of Indebtedness of a Foreign Subsidiary one or a Guarantee by a Receivables Subsidiary), more of the Company’s Restricted Subsidiaries) unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt Indenture providing for the Guarantee of the payment of the principal of, premiumpremium and Additional Interest, if any, and interest on the Notes and all other obligations under this Indenture on a by such Restricted Subsidiary, which Guarantee shall be (1) senior basis; provided that if to or pari passu with such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Restricted Subsidiary’s Guarantee of or pledge to secure such Restricted Subsidiary with respect to such other Senior Indebtedness shall be subordinated in right of payment the Company and (2) senior to such Restricted Subsidiary’s Note Guarantee substantially of or pledge to secure such Subordinated Obligations of the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this IndentureCompany. Notwithstanding the preceding paragraphforegoing, any Note such Guarantee by a Restricted Subsidiary of a Subsidiary Guarantor will the Notes shall provide by its terms that it will shall be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form upon any sale, exchange or transfer, to any Person other than a Restricted Subsidiary of the Note Guarantee Co-Issuer, of all of the Co-Issuer’s stock in, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is attached hereto as Exhibit C. ARTICLE FIVEmade in compliance with the applicable provisions of the Indenture.

Future Subsidiary Guarantors. The Company will not permit any cause each domestic Restricted Subsidiary to Guarantee that Guarantees, on the payment of Issue Date or any time thereafter, any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes Guarantor to execute and delivers deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on the Notes a senior secured basis and all other obligations under this Indenture on Indenture. Each Restricted Subsidiary that becomes a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment Subsidiary Guarantor after the Issue Date will also become a party to the Notes Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the Holders of the Securities a Note Guarantee, perfected security interest in any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to Collateral held by such Restricted Subsidiary’s Note , subject to certain exceptions set forth in the Collateral Documents and Permitted Liens. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee substantially to of (1) Lenders Debt and (2) all other Indebtedness of the same extent Company and its Restricted Subsidiaries, and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be limited as necessary to prevent its Note Guarantee from constituting Incurred by a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of (other than a Subsidiary Guarantor) under the second paragraph of Section 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor will provide by its terms that it will under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEor discharged.

Future Subsidiary Guarantors. The Company will not permit any cause each Restricted Subsidiary to Guarantee that Guarantees, on the payment of Issue Date or any time thereafter, any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes Guarantor to execute and delivers deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on the Notes a senior secured basis and all other obligations under this Indenture on Indenture. Each Restricted Subsidiary that becomes a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment Subsidiary Guarantor after the Issue Date will also become a party to the Notes Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Trustee, the Collateral Agent and the Holders of the Securities a Note Guarantee, perfected and at least second-priority security interest in any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to Collateral held by such Restricted Subsidiary’s Note , subject to Permitted Liens. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee substantially to of (1) Lenders Debt and (2) all other Indebtedness of the same extent Company and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Private Placement Notes, and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be limited as necessary to prevent its Note Guarantee from constituting Incurred by a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of (other than a Subsidiary Guarantor) under the second paragraph of Section 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor will provide by its terms that it will under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEor discharged.

Future Subsidiary Guarantors. (a) The Company will shall not permit any Restricted Subsidiary of its current or future Subsidiaries to either (1) Guarantee the payment of any Indebtedness of the Issuer, the Company or any Indebtedness of any other Restricted Subsidiary or (other than 2) otherwise become an obligor, including as a Guarantee by co-borrower, under a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables SubsidiaryCredit Facility Incurred pursuant to Section 3.3(b)(1), unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit C hereto, providing for a Notes Guarantee of such Subsidiary pursuant to which such Restricted Subsidiary will shall unconditionally Guarantee, on a joint and several basis, all of the obligations of the Issuer, the Company and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premiumpremium and additional amounts, if any, and interest on the Notes on a senior basis and all other obligations under this Indenture on a senior basisIndenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guaranteethe Notes Guarantees, as the case may be, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such 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 Issuer, the Company or any other Restricted Subsidiary as a result of any payment by such Subsidiary under its Notes Guarantee so long as any of the Notes remain outstanding; and (iii) such Subsidiary shall deliver to the Trustee an Opinion of Counsel with respect to corporate matters in connection with its Notes Guarantee, in form and substance reasonably satisfactory to the Trustee; provided, however, that the Company shall not be obligated to cause any of its Subsidiaries to Guarantee any of the obligations of the Issuer, the Company or any Subsidiary Guarantors under this Indenture, or the Note GuaranteesCompany shall be entitled to limit the value of any such Notes Guarantee to the extent that such Notes Guarantee could reasonably be expected to give rise to or result in (now or in the future): (1) any violation of applicable law, as including without limitation restrictions on the provision of financial assistance; or (2) any personal or criminal liability for the officers, directors or direct or indirect shareholders of such Subsidiary; which in the case may be. The obligations of a Subsidiary Guarantor under each of clauses (1) and (2) cannot be avoided or otherwise prevented through measures reasonably available to the Company and its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVESubsidiaries.

Future Subsidiary Guarantors. The Unless otherwise provided in a supplemental indenture relating to the Securities of any Series, the Company will not permit any shall cause each Restricted Subsidiary that, from and after the Issue Date, Guarantees any Indebtedness ("Guaranteed Indebtedness") of the Company (hereinafter any such Restricted Subsidiary, a "Future Subsidiary Guarantor") fully and unconditionally to Guarantee the payment of any Indebtedness obligations of the Company or any Indebtedness with respect to payment and performance of any the Securities of each Series to which this Article 12 is made applicable and the other Restricted obligations of the Company under this Indenture with respect to such Series to the same extent that such obligations are Guaranteed by the other Subsidiary (other than a Guarantee by a Foreign Guarantors pursuant to Section 12.1, and, within 60 days of the date of such occurrence, such Future Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes Guarantor shall execute and delivers deliver to the Trustee a supplemental indenture pursuant making such Future Subsidiary Guarantor a party to which this Indenture for such Restricted Subsidiary will unconditionally Guarantee110 purpose. If the Guaranteed Indebtedness referred to above is (A) pari passu in right of payment with the Securities, on a joint and several basisthen the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms Subsidiary Guarantee or (B) subordinated in right of payment to the Notes or a Note GuaranteeSecurities, any then the Guarantee of such Restricted Subsidiary with respect to such Guaranteed Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note the Subsidiary Guarantee substantially at least to the same extent as such that the Guaranteed Indebtedness is subordinated in right of payment to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVESecurities.

Future Subsidiary Guarantors. If the Company shall acquire or create after the Issue Date, directly or indirectly, another Domestic Restricted Subsidiary (including upon any Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary and becoming a Domestic Restricted Subsidiary), then such newly acquired or created Domestic Restricted Subsidiary shall execute a Note Guarantee and a supplemental indenture evidencing its Guarantee of the Notes and deliver an opinion of counsel in accordance with the terms of this Indenture. The Company may elect, from time to time, on or after the Issue Date, to cause one or more other Restricted Subsidiaries to become a Subsidiary Guarantor by executing a Note Guarantee and a supplemental indenture evidencing its Guarantee of the Notes. The Company shall also deliver an Opinion of Counsel to the Trustee stating that such Note Guarantee and supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent have been met. As of the Issue Date, (i) ABI Corporation holds Capital Stock of the Company and (ii) ABI Acquisitions 1 plc holds Capital Stock of a Restricted Subsidiary and certain instruments representing Indebtedness of ABI Acquisition 2 plc. The Company will not permit any Restricted Subsidiary either of ABI Corporation or ABI Acquisition 1 plc to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of have any other Restricted Subsidiary (assets or to conduct any other than business activities until such time as such entity executes a Note Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on in accordance with the provisions of this Section. In the event of a joint and several basis, the full and prompt payment sale or other disposition of all of the principal ofassets of any Subsidiary Guarantor by way of merger, premiumconsolidation or otherwise, if anyor a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) will be released and interest on the Notes and all other relieved of any obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee PROVIDED that such sale or other disposition is permitted by and the Net Proceeds of such Restricted Subsidiary sale or other disposition are applied in accordance with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE4.13.

Future Subsidiary Guarantors. The Company After the Issue Date, Holdings will not permit any cause each Restricted Subsidiary to Guarantee the payment of any which Guarantees Indebtedness of Holdings to execute and deliver to the Company or any Indebtedness of any other Restricted Trustee a Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, any and interest on the Notes and all other obligations under this Indenture Securities on a senior basis; provided the same terms as the Guarantee of such Indebtedness except that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note GuaranteeSubordinated Obligation, any such Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Subsidiary Guarantor's Subsidiary Guarantee substantially of the Securities to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may beSecurities. The obligations of a 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 Credit Agreement) 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 Note Subsidiary Guarantee will be limited as necessary or pursuant to prevent its Note contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee from not constituting a fraudulent conveyance or fraudulent transfer under applicable federal or state law. ThereafterEach Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to Holdings or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, such Restricted partnership or trust other than Holdings or another Subsidiary shall be a Guarantor for all purposes of this Indenture(whether or not affiliated with the Subsidiary Guarantor). Notwithstanding Upon the preceding paragraph, any Note Guarantee sale or disposition of a Subsidiary Guarantor will provide (by merger, consolidation, the sale of all or substantially all of its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form assets) to a Person (whether or not an Affiliate of the Note Subsidiary Guarantor) which is not a Subsidiary of Holdings, which sale or disposition is otherwise in compliance with this Indenture (including the covenant described under Section 3.7 of this Indenture, such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee is attached hereto as Exhibit C. ARTICLE FIVEand such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or other security interests which secure, any other Indebtedness of Holdings shall also terminate upon such release, sale or transfer.

Future Subsidiary Guarantors. The From and after the Issue Date, the Company will not permit any Restricted cause each Person that becomes a Wholly Owned Domestic Subsidiary to Guarantee (other than an Excluded Subsidiary), and each other Domestic Subsidiary that is a borrower under the Senior ABL Facility or that guarantees payment of any Indebtedness of the Company under any Credit Facility or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)Capital Markets Securities, unless such Restricted Subsidiary simultaneously executes to execute and delivers deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such Restricted Domestic Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt guarantee payment of the principal ofNotes, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if whereupon such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of will become a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of under this Indenture; provided that any such guarantee described under clause (x) or (y) by a Person in effect at the time such Person is acquired by or merged or consolidated with or into the Company or any Restricted Subsidiary (and not created with, or in contemplation of, such acquisition, merger or consolidation) shall not trigger an obligation to guarantee the Notes so long as the aggregate principal amount of guaranteed Indebtedness relying on this proviso, together with the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 407(a), shall not exceed $300.0 million at any time outstanding. Notwithstanding Within 90 days of so becoming a Subsidiary Guarantor, the preceding paragraphCompany will also cause such Subsidiary Guarantor to execute and deliver such documents and instruments as shall be reasonably necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in favor of the Note Collateral Agent, as and to the extent provided in Section 1503. In addition, the Company may cause any Note Guarantee of Subsidiary that is not a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form so to guarantee payment of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVENotes and become a Subsidiary Guarantor.

Future Subsidiary Guarantors. The Company will not permit any cause each Restricted Subsidiary to Guarantee that Guarantees, on the payment of Issue Date or any time thereafter, any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary Guarantor to execute and deliver to the Initial Holder or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on the Notes a senior subordinated secured basis and all other obligations under this Indenture on Indenture. Each Restricted Subsidiary that becomes a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment Subsidiary Guarantor after the Issue Date will also become a party to the Notes Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the Initial Holder or Trustee, the Collateral Agent and the holders of the Securities a Note Guarantee, perfected and at least third-priority security interest in any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to Collateral held by such Restricted Subsidiary’s Note , subject to Permitted Liens. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee substantially to of (1) Indebtedness under the same extent Senior Secured Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Floating Rate Notes, and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be limited as necessary to prevent its Note Guarantee from constituting Incurred by a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of (other than a Subsidiary Guarantor) under the second paragraph of Section 3.2, then the Subsidiary Guarantee and the obligations of such Subsidiary Guarantor will provide by its terms that it will under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEor discharged.

Future Subsidiary Guarantors. The Upon (i) the acquisition by the Company will not permit any Restricted Subsidiary to Guarantee or Guarantor of the payment Capital Stock of any Indebtedness Person, if, as a result of such acquisition, such Person becomes a Subsidiary of the Company or any Indebtedness Guarantor or (ii) the last day of any other Restricted fiscal quarter during which any Subsidiary of the Company that is not a Guarantor as of such date and has not previously been released as a Guarantor pursuant to Section 10.4 or Section 10.5 of this Indenture becomes a Subsidiary, such Subsidiary (other than a hereinafter any such Subsidiary, except any Excluded Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary(as defined below), unless such Restricted being called a "Future Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will Guarantor") shall unconditionally Guarantee, on a joint and several basis, guarantee the full and prompt payment obligations of the principal of, premium, if any, Company with respect to payment and interest on performance of the Notes Securities and all the other obligations of the Company under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as that such Indebtedness is subordinated obligations are guaranteed by the other Guarantors pursuant to Section 10.1 hereof; and, within 60 days of the date of such occurrence, such Future Subsidiary Guarantor shall execute and deliver to the Notes or Trustee a supplemental indenture, which shall be in a form satisfactory to the Note GuaranteesTrustee, as the case may be. The obligations of a making such Future Subsidiary Guarantor under its Note Guarantee will be limited as necessary a party to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding ; provided, however, that the preceding paragraph, foregoing provisions shall not apply to (A) any Note Guarantee Subsidiary referenced in clause (i) or clause (ii) above that is prohibited by law or by the terms of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under any agreement from making the circumstances guarantee set forth in Section 11.05. The form 10.1 hereof (an "Excluded Guarantee Subsidiary") (provided that such Subsidiary will become a Future Subsidiary Guarantor as of the Note Guarantee date such prohibition is attached hereto removed or lapses), or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 10.5 hereof, had such Subsidiary been a Guarantor at the time such events occurred, (C) a Subsidiary of any Person which has been released as Exhibit C. ARTICLE FIVEa Guarantor pursuant to Section 10.5 hereof, or (D) any Receivables Subsidiary.

Future Subsidiary Guarantors. The Company will not permit any shall cause each Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that is a borrower or guarantor under the CEI Credit Agreement to Guarantee execute and deliver to the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Trustee (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers i) a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, guarantee the full and prompt payment of the principal of, premium, if any, and interest on Company’s obligations under the Notes and this Indenture and shall comply with the additional requirements of Section 13.06 and (ii) joinders to Security Documents or new Security Documents and take all other obligations actions required by such Security Documents to perfect the Liens created thereunder. Notwithstanding the foregoing, certain of the Company’s Wholly Owned Restricted Subsidiaries that are guarantors under the CEI Credit Agreement that are gaming licensees or registered holding companies of gaming licensees under New Jersey gaming laws shall not be required to become Subsidiary Guarantors unless and until such Note Guarantees are approved by the New Jersey Division of Gaming Enforcement. Within twenty Business Days after receipt of any such approvals, (i) the Company and the applicable Wholly Owned Restricted Subsidiaries shall execute any and all further documents, agreement and instruments, and take all such further actions as necessary under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment order to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of evidence the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEby such Wholly Owned Restricted Subsidiaries, including, without limitation, the execution and delivery of a supplemental indenture to this Indenture and (ii) such Wholly Owned Restricted Subsidiaries shall execute and deliver to the Collateral Agent or the Trustee joinders to Security Documents or new Security Documents and take all actions required by such Security Documents to perfect the Liens created thereunder to the extent required by the Security Documents (in each case, to the extent such Wholly Owned Restricted Subsidiaries are not otherwise excluded from the requirement to provide a Note Guarantee pursuant to this Indenture).

Future Subsidiary Guarantors. (a) The Company will not permit any shall cause each of its future Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, promptly upon becoming a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Restricted Subsidiary or a Guarantee by a Receivables ceasing to be an Exempted Subsidiary), unless such Restricted Subsidiary simultaneously executes to execute and delivers deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, guarantee the full and prompt payment of the principal ofNotes as either a Subsidiary Guarantor or JV Subsidiary Guarantor. Notwithstanding the foregoing, premiumthe Company may elect to have such future Restricted Subsidiary (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee or JV Subsidiary Guarantee at the time such entity becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, if anyprovided that, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment after giving effect to the Notes or a Note Guarantee, any Guarantee Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (other than Exempted Subsidiaries) that are not Subsidiary with respect Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the date such Person becomes a Restricted Subsidiary or ceases to such Indebtedness shall be subordinated in right of payment to such Restricted an Exempted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, Each such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to as Other Non-Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVESubsidiaries.

Future Subsidiary Guarantors. The Company will not permit any shall cause each Person that becomes a Restricted Subsidiary to Guarantee following the payment of any Indebtedness Issue Date to, within 30 days of the Company date that such Person has become a Restricted Subsidiary, in the case of a Domestic Restricted Subsidiary, or any Indebtedness of any other Restricted Subsidiary (other than the first anniversary of such Person having become a Guarantee by a Foreign Subsidiary of Indebtedness Subsidiary, in the case of a Foreign Subsidiary or a Guarantee by a Receivables Restricted Subsidiary), unless such Restricted Subsidiary simultaneously executes (i) execute and delivers deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guaranteeshall guarantee the payment and performance of the notes at the time such Person becomes a Restricted Subsidiary; (ii) execute supplements to the applicable Notes Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted Subsidiary to the same extent as that set forth in this Indenture and the Notes Security Documents and execute supplements to the Collateral Agency Agreement and, on a joint and several basisif in effect, the full Crossing Lien Intercreditor Agreement; and prompt payment (iii) take all actions required by the Notes Security Documents to perfect such Lien. Notwithstanding the foregoing but subject to the following paragraph, a Foreign Restricted Subsidiary that becomes a Restricted Subsidiary following the Issue Date will take the actions described in the foregoing clauses (i) through (iii) within 30 days of the principal of, premium, date such Person has become a Restricted Subsidiary if any, the Company determines in good faith that such Foreign Restricted Subsidiary will not have any earnings and interest on profits for U.S. federal income tax purposes before the Notes and all other obligations under this Indenture on first anniversary of such Person having become a senior basis; provided that if Restricted Subsidiary. The form of such Indebtedness supplemental indenture is by its express terms subordinated in right of payment attached as Exhibit E hereto. A Foreign Restricted Subsidiary shall not be required to provide a Subsidiary Guarantee pursuant to the Notes or foregoing covenant if it is (i) a Note Guarantee, any Guarantee of such Foreign Restricted Subsidiary with respect to which the Company has determined in good faith that making such Indebtedness Foreign Restricted Subsidiary a Subsidiary Guarantor is not practicable (including as a result of local law in the jurisdiction in which such Foreign Restricted Subsidiary is organized or other applicable law, rule or regulation) or (ii) a Foreign Restricted Subsidiary for which the Company determines in good faith that the burden or cost (including any costs resulting from material adverse tax consequences) of providing a guarantee therefrom outweigh the benefit of the guaranty afforded thereby. It is understood for purposes of the foregoing that (1) any such Subsidiary Guarantee shall not be required due to material adverse U.S. federal income tax consequences only if such consequences arise as a result of a change in law occurring after the Issue Date, including, for the avoidance of doubt, a change to the Proposed Regulations under Section 956 of the Code, published on November 5, 2018; and (2) such Subsidiary Guarantee shall be subordinated required to be provided by such Foreign Restricted Subsidiary within 30 days after the earlier to occur of (A) the conditions specified in right clauses (i) and (ii) of the preceding sentence no longer being applicable and (B) either (x) such Foreign Restricted Subsidiary providing Credit Support for any Indebtedness of the Company or a Guarantor or (y) such Foreign Restricted Subsidiary Incurring Indebtedness for which the Company or a Guarantor provides Credit Support. Notwithstanding the foregoing, by no later than the 15th day following the Issue Date, the Issuers shall cause each Foreign Restricted Subsidiary that does not, as of the Issue Date, meet the conditions specified in clauses (i) and (ii) of the first sentence of the preceding paragraph to (i) execute and deliver to the Trustee a supplemental indenture pursuant to which such Foreign Restricted Subsidiary shall guarantee the payment and performance of the notes; (ii) execute supplements to the applicable Notes Security Documents and/or other documentation necessary in order to xxxxx x Xxxx in the Collateral owned by such Foreign Restricted Subsidiary’s Note Guarantee substantially Subsidiary to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of this Indenture and the Note Guarantee is attached hereto Notes Security Documents and execute supplements to the Collateral Agency Agreement; (iii) take all actions required by the Notes Security Documents to perfect such Lien; and (iii) deliver to the Trustee and the Collateral Agent such legal opinions and other documentation as Exhibit C. ARTICLE FIVEeach may reasonably request.

Future Subsidiary Guarantors. (a) The Company will not permit any Restricted Subsidiary to Guarantee the payment of any Indebtedness of the Company or any Indebtedness of any other cause each Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Subsidiary) that Guarantees, on the Issue Date or any time thereafter, Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes the Company under the Senior Secured Credit Agreement to execute and delivers deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on in respect of the Notes on a senior unsecured basis and all other obligations under this Indenture on an unsecured basis. Notwithstanding the foregoing, in the event (1) a senior basis; provided that if Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (i) the Senior Secured Credit Agreement and (ii) all other Indebtedness of the Company and its Restricted Subsidiaries and (2) such Subsidiary Guarantor has not Incurred any Indebtedness is by in reliance on its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent status as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will Section 3.3 or such Subsidiary Guarantor's obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be limited as necessary to prevent its Note Guarantee from constituting Incurred by a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be (other than a Guarantor for all purposes of this Indenture. Notwithstanding Subsidiary Guarantor) under Section 3.3(b), then the preceding paragraph, any Note Subsidiary Guarantee of a such Subsidiary Guarantor will provide by its terms that it will shall be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEor discharged.

Future Subsidiary Guarantors. The Company will may not permit any Restricted Subsidiary Subsidiary, directly or indirectly, to Guarantee the payment of guarantee any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), "Guaranteed Indebtedness") unless (i) such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which this Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or a Note Guarantee, any Guarantee of (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee. If the Guaranteed Indebtedness is pari passu with respect to the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes or Notes, then the Note Guaranteesguarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that all Guaranteed Indebtedness is subordinated to the Guarantee. Notwithstanding the foregoing, as the case may be. The obligations of any Subsidiary Guarantee by a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will shall be automatically and unconditionally released and discharged under upon the circumstances set forth in Section 11.05. The form release or discharge of the Note Guarantee is attached hereto guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or release by, or as Exhibit C. ARTICLE FIVEa result of, payment under such guarantee.

Future Subsidiary Guarantors. The Subsidiaries of the Company that Guarantee or are required to guarantee the Company’s Obligations under the Senior Credit Facility, will become Subsidiary Guarantors by executing one or more joinders to this Guaranty substantially in the form of Exhibit A hereto (a “Joinder”) and delivering them to the Trustee. If any Domestic Subsidiary of the Company that is not permit an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any Restricted Subsidiary to Guarantee the payment of any other Indebtedness of the Company or any Indebtedness Subsidiary Guarantor in excess of any other Restricted Subsidiary (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary)the De Minimis Amount, unless then such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Domestic Subsidiary will unconditionally Guarantee, on become a joint Subsidiary Guarantor by executing a Joinder and several basis, delivering it to the full and prompt payment Trustee within 20 Business Days of the principal of, premium, if any, and interest date on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes which it Guaranteed or a Note Guarantee, any Guarantee of such Restricted Subsidiary became an obligor with respect to such Indebtedness Indebtedness; provided, however, that the preceding shall be subordinated not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in right accordance with Section 3.15 of payment the Company Indenture (incorporated by reference in Section 5.17 of the Loan Agreement) for so long as they continue to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, as the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indentureconstitute Unrestricted Subsidiaries. Notwithstanding the preceding paragraphpreceding, any Note Subsidiary Guarantee of a Domestic Subsidiary Guarantor will that was incurred pursuant to this section shall provide by its terms that it will shall be automatically and unconditionally released and discharged under at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the circumstances set forth Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited in accordance with the provisions of this Guaranty as described in Section 11.053. The form Each Subsidiary Guarantor shall be released in accordance with the provisions of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVEthis Guaranty described in Section 3.

Future Subsidiary Guarantors. The Company will not permit any shall cause each Wholly Owned Restricted Subsidiary that is a Domestic Subsidiary that is a borrower or guarantor under the CEI Credit Agreement to Guarantee execute and deliver to the payment of any Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Trustee (other than a Guarantee by a Foreign Subsidiary of Indebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), unless such Restricted Subsidiary simultaneously executes and delivers i) a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, guarantee the full and prompt payment of the principal of, premium, if any, and interest on Company’s obligations under the Notes and this Indenture and shall comply with the additional requirements of Section 13.06 and (ii) joinders to Security Documents or new Security Documents and take all other obligations actions required by such Security Documents to perfect the Liens created thereunder. Notwithstanding the foregoing, certain of the Company’s Wholly Owned Restricted Subsidiaries that are guarantors under the CEI Credit Agreement that are gaming licensees or registered holding companies of gaming licensees under New Jersey gaming laws shall not be required to become Subsidiary Guarantors unless and until such guarantees are approved by the New Jersey Division of Gaming Enforcement. Upon receipt of any such approvals, (i) the Company and the applicable Wholly Owned Restricted Subsidiaries shall execute any and all further documents, agreement and instruments, and take all such further actions as necessary under this Indenture on in order to evidence the guarantee of the Notes by such Wholly Owned Restricted Subsidiaries, including, without limitation, the execution and delivery of a senior basis; provided that if supplemental indenture to this Indenture and (ii) such Indebtedness is by its express terms subordinated in right of payment Wholly Owned Restricted Subsidiaries shall execute and deliver to the Notes Collateral Agent or a Note Guarantee, any Guarantee of the Trustee joinders to Security Documents or new Security Documents and take all actions required by such Restricted Subsidiary with respect Security Documents to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially perfect the Liens created thereunder to the same extent as such Indebtedness is subordinated required by the Security Documents (in each case, to the Notes or extent such Wholly Owned Restricted Subsidiaries are not otherwise excluded from the Note Guarantees, as the case may be. The obligations of requirement to provide a Subsidiary Guarantor under its Note Guarantee will be limited as necessary guarantee pursuant to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. Notwithstanding the preceding paragraph, any Note Guarantee of a Subsidiary Guarantor will provide by its terms that it will be automatically and unconditionally released and discharged under the circumstances set forth in Section 11.05. The form of the Note Guarantee is attached hereto as Exhibit C. ARTICLE FIVE).