Common use of Guarantees Clause in Contracts

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Date.

Guarantees. There (a) Subject to this Article 10, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on a senior unsecured basis, to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal, premium, if any, and interest on the Notes shall be included promptly paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and interest on the Notes, if any, if lawful, and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (A2) the Acquired EBITDA in case of any Personextension of time of payment or renewal of any Notes or any of such other obligations, propertythat same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, business whether at Stated Maturity, by acceleration or asset acquired otherwise (collectively, the “Guaranteed Obligations”). Failing payment by the Borrower Company when due of any amount so guaranteed or any Restricted Subsidiary during such period performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (but not b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the Acquired EBITDA validity, regularity or enforceability of the Notes or this Indenture, the absence of any related Personaction to enforce the same, propertyany waiver or consent by any Holder with respect to any provisions hereof or thereof, business the recovery of any judgment against the Company, any action to enforce the same or assets any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Indenture, or pursuant to Section 10.05 of this Indenture. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 10.01 of this Indenture. (d) If any Holder or the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantors, any amount paid either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (e) Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (1) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such Obligations as provided in Article 6 of this Indenture, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment with respect Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such Acquired Entity payment or Business for performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such period amount paid and not so rescinded, reduced, restored or returned. (including g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the portion thereof occurring prior validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to such acquisition) as specified in a certificate executed be made by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There Guarantor in respect of its Guarantee shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA made without set-off, counterclaim, reduction or diminution of any Person, property, business kind or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datenature.

Guarantees. There Subject to the provisions of this Article XI, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, the Notes or the other Obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium and interest on the Notes shall be included promptly paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at the maturity or interest payment or mandatory redemption date, (A) by acceleration, redemption or otherwise, and interest on the Acquired EBITDA of any Personoverdue principal of, propertypremium and interest on the Notes, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)if any, to the extent lawful, and all other Obligations of the Issuers to the Holders or the Trustee under the Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms of the Indenture and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or the Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of the Indenture and the Notes, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that its Guarantee shall not subsequently sold, transferred be discharged except by complete performance of the obligations contained in the Notes and the Indenture. If any Holder or the Trustee is required by any court or otherwise disposed to return to the Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by any of them to the Borrower Trustee or such Restricted Holder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary during such period (each such PersonGuarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, propertyas between the Subsidiary Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article VII hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothese Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VII hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA Holders under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datethese Guarantees.

Guarantees. There Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of Notes and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes shall be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (Ab) the Acquired EBITDA in case of any Person, property, business extension of time of payment or asset acquired by the Borrower renewal of any Notes or any Restricted Subsidiary during of such period (but not other obligations, that the Acquired EBITDA same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Company fails to make payment when due, subject to any applicable grace period, of any related Personamount so Guaranteed or any performance so Guaranteed for whatever reason, propertythe Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, business irrespective of the validity, regularity or assets enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Notes Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the extent not so acquired)Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Notes Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioNotes Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by the amount Guarantors for the purpose of the Pro Forma Adjustment with respect Notes Guarantees. The Guarantors shall have the right to such Acquired Entity or Business for such period (including seek contribution from any non-paying Guarantor so long as the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose exercise of such operations, only when and to right does not impair the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any rights of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in Trustee or the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after Holders under the Closing DateNotes Guarantees.

Guarantees. There Subject to the provisions of this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the other Obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium and interest (including Additional Interest, if any) on the Notes shall be included promptly paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest (Aincluding Additional Interest, if any) on the Acquired EBITDA of any PersonNotes, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)if any, to the extent lawful, and all other Obligations of the Issuers to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of this Indenture and the Notes, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that its Guarantee shall not subsequently sold, transferred be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise disposed to return to the Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by any of them to the Borrower Trustee or such Restricted Holder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary during such period (each such PersonGuarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, propertyas between the Subsidiary Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothese Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA Holders under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datethese Guarantees.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 7.09 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on December 31, 2019, March 31, 20162020, June 30, 2016, 2020 and September 30, 2016 and December 31, 20162020, Consolidated EBITDA for such fiscal quarters shall be $124 million17,981,000, $128 million17,210,000, $150 million 13,997,000 and $148 million18,892,000, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Date.

Guarantees. There Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal and premium, if any, of, and interest, if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and premium, if any of, and interest, if any, on, the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. In addition to the foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (including, without limitation, counsel fees and expenses) incurred by the Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Guarantor. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary during such period (but Guarantee shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Notes and this Indenture. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Subsidiary Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There shall be included Purchaser acknowledges that in determining Consolidated EBITDA for the course of conduct of their business, Sellers and their Affiliates may have entered into various arrangements (a) in which guarantees, letters of credit, sureties, bonds or similar arrangements were issued by Sellers or their Affiliates and (b) in which Sellers or their Affiliates are the primary obligors on other Contracts, in any periodsuch case to support or facilitate such business. The arrangements entered into by Sellers or their Affiliates referred to in the foregoing clauses (a) and (b), without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets solely to the extent not so acquired), relating to the extent not subsequently sold, transferred any Acquired Assets or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant Assumed Liabilities set forth in Section 7.11 Schedule 6.10, are referred to as the “Seller Support Obligations”. It is understood that the Seller Support Obligations are not intended to continue after the Closing. Purchaser agrees that it shall use its reasonable best efforts to obtain replacements for the Seller Support Obligations (which shall include the full and unconditional release of Sellers and their Affiliates) that will be in effect at the calculation Closing or, in the case of Seller Support Obligations described in the foregoing clause (b), will use its commercially reasonable efforts to arrange for itself or one of its Subsidiaries to be substituted as the primary obligor thereon as of the Consolidated First Lien Net Leverage RatioClosing through an assumption, accession, acknowledgement or similar agreement (which shall include the Consolidated Secured Net Leverage Ratio, full and unconditional release of Sellers and their Affiliates) with the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount beneficiary of the Pro Forma Adjustment with respect applicable Seller Support Obligation. Whether or not Purchaser is able to such Acquired Entity or Business for such period (including satisfy the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA terms of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for sentence, Purchaser shall indemnify Sellers and their Affiliates and each of their respective officers, directors, employees, agents and representatives from and against any four-quarter period and all Liabilities incurred by any of them relating to the Seller Support Obligations. Purchaser agrees that, with respect to any acquisitionsSeller Support Obligation, dispositions its reasonable best efforts pursuant to this Section 6.10 shall include, if requested, the execution and delivery by Purchaser, or conversions occurring after by an Affiliate of Purchaser acceptable to the Closing Datebeneficiary of such Seller Support Obligation, of a replacement guarantee that is substantially in the form of such Seller Support Obligation. All costs and expenses incurred in connection with providing the release or substitution of the Seller Support Obligations shall be borne by Purchaser.

Guarantees. There (a) Seller shall use its commercially reasonable efforts to cause Seller or one or more of its Affiliates to be included substituted in determining Consolidated EBITDA all respects for any periodthe Nordic Companies, without duplicationas applicable, (A) and for the Acquired EBITDA Nordic Companies, as applicable, to be otherwise removed or released, effective as of the Closing, in respect of all obligations of any Personof the Nordic Companies, propertyas applicable, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA under each guarantee, indemnity, surety bond, letter of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired credit and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA letter of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period comfort (each, a “Converted Restricted SubsidiaryGuarantee”), based on given or obtained by any of the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Nordic Companies, as applicable, for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA benefit of any Person, property, business of Seller or asset any of its Affiliates (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or dispositionNordic Companies). Notwithstanding anything If Seller has been unable to the contrary contained hereineffect any such substitution, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31removal, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period release or termination with respect to any acquisitionssuch Guarantee following the Closing, dispositions Seller shall continue to use its commercially reasonable efforts to effect such substitution, removal, release or conversions occurring termination as soon as reasonably practicable after the Closing DateClosing; provided, that from and after Closing, Seller shall indemnify against, hold harmless and promptly reimburse the Nordic Companies or their respective Affiliates for any payments made by the Nordic Companies or their respective Affiliates and for the Losses of the Nordic Companies or their respective Affiliates arising out of, or in performing, in whole or in part, any performance obligation in accordance with the underlying obligation under any such Guarantee (except to the extent the performance obligation under any such Guarantee shall have been triggered solely by an act or failure to act of the applicable guarantor (rather than the underlying obligor)). (b) Seller shall use its commercially reasonable efforts to cause one or more of the Nordic Companies to be substituted in all respects for Seller or its Affiliates (other than the Nordic Companies), and for Seller or its Affiliates (other than the Nordic Companies), as applicable, to be otherwise removed or released, effective as of the Closing, in respect of all obligations of Seller or its Affiliates (other than the Nordic Companies), as applicable, under each Guarantee given or obtained by Seller or its Affiliates (other than the Nordic Companies), as applicable, for the benefit of any of the Nordic Companies. If Seller has been unable to effect any such substitution, removal, release or termination with respect to any such Guarantee following the Closing, Seller shall continue to use its commercially reasonable efforts to effect such substitution, removal, release or termination as soon as reasonably practicable after the Closing; provided, that from and after the Closing, Buyer shall indemnify against, hold harmless and promptly reimburse Seller for any payments made by Seller or its Affiliates and for the Losses of Seller or its respective Affiliates arising out of, or in performing, in whole or in part, any performance obligation in accordance with the underlying obligation under any such Guarantee (except to the extent the performance obligation under any such Guarantee shall have been triggered solely by an act or failure to act of the applicable guarantor (rather than the underlying obligor)).

Guarantees. There Each Guarantor, jointly and severally, unconditionally guarantees, on an unsecured senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuers under this Indenture or the Notes, that: (i) the principal of, premium, if any, and interest and Liquidated Damages, if any, on the Notes will be paid in full when due, whether at the maturity or interest payment or mandatory redemption date, by acceleration, call for redemption, offer to purchase or otherwise, and interest on the overdue principal of, premium, and interest and Liquidated Damages, if any, on the Notes and all other Obligations of the Issuers to the Holders or the Trustee under this Indenture or the Notes will be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes; (ii) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, they will be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise; and (iii) any and all costs and expenses (including reasonable attorneys' fees) incurred by the Trustee or any Holder in enforcing any rights under any Guarantee with respect to the Notes will be paid. Failing payment when due of any amount so guaranteed for whatever reason, any Guarantor will be obligated (subject to any grace periods allowed pursuant to Section 6.1 hereof) to pay the same whether or not such failure to pay has become an Event of Default which could cause acceleration pursuant to Section 6.2 hereof. An Event of Default under this Indenture or the Notes shall constitute an event of default under any Guarantee of the Notes, and shall entitle the Holders of Notes to accelerate the Obligations of any Guarantor hereunder in the same manner and to the same extent as the Obligations of the Issuers. Each Guarantor agrees that its Obligations hereunder shall be included in determining Consolidated EBITDA for any periodunconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Issuers, any action to enforce the same or any Restricted Subsidiary during such period (but not the Acquired EBITDA other circumstance which might otherwise constitute a legal or equitable discharge or defense of any related PersonGuarantor. Any Guarantor hereby waives diligence, propertypresentment, business demand of payment, filing of claims with a court in the event of insolvency or assets bankruptcy of either or both of the Issuers, protest, notice and all demands whatsoever and covenants that its Guarantee with respect to the extent Notes will not so acquired)be discharged except by complete performance of its Obligations under the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to any Issuer, any Guarantor or any Custodian, Trustee, liquidator or other similar official acting in relation to either any Issuer or any Guarantor any amount paid by any such entity to the Trustee or such Holder, any Guarantee to the Notes, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holder in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor agrees that, transferred or otherwise disposed by as between it, on the Borrower or such Restricted Subsidiary during such period (each such Personone hand, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA Holders of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachNotes and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiohereof, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed hereby, and (y) in the event of any acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by such Guarantor for the amount purpose of such Guarantee of the Pro Forma Adjustment with respect Notes. A Guarantor shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such Acquired Entity or Business for such period (including right does not impair the portion rights of the Holder under its Guarantee of the Notes. Each Holder of a Note by its acceptance thereof occurring prior agrees to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) bound by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA provisions of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateSection 10.1.

Guarantees. There (a) The Parent Guarantor hereby fully, unconditionally and irrevocably guarantees (the “Guarantee”) to each Holder of the Notes authenticated and delivered by the Trustee, and to the Trustee and its successors and assigns, the due and punctual payment of the principal of, premium, if any, and interest on the Notes, subject to any applicable grace period, whether at stated maturity, by acceleration, by redemption or otherwise, and the due and punctual performance of all other obligations of the Company, to the Holders or the Trustee under the Indenture and this Supplemental Indenture in accordance with the terms hereof and thereof. The Parent Guarantor hereby agrees that its obligations hereunder shall be included in determining Consolidated EBITDA for any periodunconditional, without duplicationirrespective of the validity or enforceability of the Notes or the obligations of the Company under the Indenture and this Supplemental Indenture, (A) the Acquired EBITDA absence of any Personaction to enforce the same, propertythe recovery of any judgment against the Company or any other obligor with respect to the Indenture, business this Supplemental Indenture or asset acquired the Notes, any action to enforce the same or any other circumstances (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a guarantor; provided, however, that nothing contained herein shall be constituted to be a waiver by the Borrower Parent Guarantor of presentment or demand of payment or notice to the Parent Guarantor with respect to the Notes and the obligations evidenced thereby or hereby. The Parent Guarantor further waives any right of set-off or counterclaim it may have against registered owners of the Notes arising from any other obligations of the Parent Guarantor that any such registered owners may have. The Parent Guarantor covenants that this Guarantee will not be discharged except by complete performance of the obligations contained in the Indenture, this Supplemental Indenture and the Notes. The Parent Guarantor shall be subrogated to all rights of the registered owners of the Notes in respect of any amounts paid by the Parent Guarantor pursuant to the provisions of this Section 2.10; provided, however, that the Parent Guarantor shall be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation only after the principal of, premium, if any, and interest on the Notes and all other amounts owed to the registered owners of the Notes hereunder have been paid in full. The Guarantee shall continue to be effective or reinstated, as the case may be, if at any time any payment of the principal of, premium, if any, or interest on the Notes or any Restricted Subsidiary during other amounts owed to the registered owners of the Notes hereunder or thereunder is rescinded or must otherwise be returned by such period registered owners upon the insolvency, bankruptcy or reorganization of the Parent Guarantor, the Company or otherwise, all as though such payment had not been made. (but b) The Parent Guarantor, and by its acceptance of Notes, each Holder, hereby confirms that it is the intention of all such parties that the Guarantee of the Parent Guarantor not the Acquired EBITDA constitute a fraudulent transfer or conveyance for purposes of Bankruptcy Law or any related Person, property, business similar federal or assets state law to the extent not so acquired)applicable to its Guarantee. To effectuate the foregoing intention, the Trustee, the Holders and the Parent Guarantor hereby irrevocably agree that the obligations of the Parent Guarantor will be limited to the extent not subsequently soldmaximum amount that will, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior after giving effect to such acquisition) maximum amount and (B) for the purposes all other contingent and fixed liabilities of the definition Parent Guarantor that are relevant under such laws, result in the obligations of the term “Permitted Acquisition,” compliance with Parent Guarantor under its Guarantee not constituting a fraudulent transfer or conveyance. (c) The terms of the covenant Guarantee set forth in this Section 7.11 and 2.10 do not require the calculation Parent Guarantor to evidence its Guarantee through any notation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, Guarantee endorsed by an adjustment in respect of each Acquired Entity or Business equal to the amount Officer of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer Parent Guarantor on each Note authenticated and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based Trustee. This Supplemental Indenture will be executed on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any behalf of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment Parent Guarantor by one of its Officers. The Guarantee set forth in this Section 2.10 will remain in full force and effect without any requirement to endorse on each Note a notation of the immediately preceding paragraph for Note Guarantee. If an Officer of the Parent Guarantor whose signature is on this Supplemental Indenture no longer holds that office at the time the Trustee authenticates any four-quarter period with respect to Note, the Guarantee will be valid nevertheless. The delivery of any acquisitionsNote by the Trustee, dispositions or conversions occurring after the Closing Dateauthentication thereof, will constitute due delivery of the Guarantee set forth in this Supplemental Indenture on behalf of the Parent Guarantor.

Guarantees. There shall be included in determining Consolidated EBITDA for any period(a) The Guarantors, without duplicationhereby jointly and severally guarantee, (A) as a primary obligor and not as a surety, to the Acquired EBITDA of any PersonLender and its permitted successors and assigns, property, business or asset acquired by the Guaranteed Obligations. The Guarantors hereby jointly and severally agree that if Borrower or any Restricted Subsidiary during such period other Guarantor shall fail to pay in full when due (but not whether at scheduled payment date, by required repayment or otherwise) any of the Acquired EBITDA Guaranteed Obligations, the Guarantors will promptly pay the same in cash, without any demand or notice whatsoever, and that in the case of any related Personextension of time of payment or renewal of any of the Guaranteed Obligations, propertythe same will be promptly paid in full when due (whether at scheduled payment date, business by requirement prepayment or assets otherwise) in accordance with the terms of such extension or renewal. (b) The obligations of the Guarantors under Section 10.01(a) shall constitute a guaranty of payment and to the fullest extent permitted by applicable Law, are absolute, irrevocable and unconditional, joint and several, irrespective of the value, genuineness, validity, regularity or enforceability of the Guaranteed Obligations of Borrower and the Guarantors under this Agreement or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or Guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not so acquired)alter or impair the liability of the Guarantors hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: (i) at any time or from time to time, without notice to the extent not subsequently soldGuarantors, transferred the time for any performance of or compliance with any of the Guaranteed Obligations shall be extended, or such performance or compliance shall be waived; (ii) any of the acts mentioned in any of the provisions of this Agreement or any other agreement or instrument referred to herein or therein shall be done or omitted; (iii) the scheduled payment date of any of the Guaranteed Obligations shall be accelerated, or any of the Guaranteed Obligations shall be amended in any respect, or any right under the Transaction Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise disposed dealt with; (iv) any Lien or security interest granted to, or in favor of, the Lender as security for any of the Guaranteed Obligations shall fail to be perfected; or (v) the release of any other Guarantor pursuant to Section 10.01(h). (c) The Guarantors hereby expressly waive diligence, presentment, demand of payment, protest and all Notices whatsoever, and any requirement that the Lender exhaust any right, power or remedy or proceed against Borrower under this Agreement, the Note or any other agreement or instrument referred to herein or therein, or against any other Person under any other guarantee of, or security for, any of the Guaranteed Obligations. The Guarantors waive any and all notice of the creation, renewal, extension, waiver, termination or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Borrower Lender upon this Guarantee or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA acceptance of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratiothis Guarantee, and the Consolidated Interest Coverage RatioGuaranteed Obligations, an adjustment and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between Borrower and the Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Guaranteed Obligations at any time or from time to time held by the Lender, and the obligations and liabilities of the Guarantors hereunder shall not be conditioned or contingent upon the pursuit by the Lender or any other Person at any time of any right or remedy against Borrower and the Guarantors or against any other Person which may be or become liable in respect of each Acquired Entity all or Business equal to the amount any part of the Pro Forma Adjustment Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified thereto. This Guarantee shall remain in a certificate executed by a Responsible Officer full force and delivered to the Lenders effect and the Administrative Agent. There shall be excluded binding in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when accordance with and to the extent such operations are actually disposed ofof its terms upon the Guarantors and the successors and assigns thereof, and shall inure to the benefit of the Lender and its successors and assigns, notwithstanding that from time to time during the term of this Agreement there may be no Guaranteed Obligations outstanding. (d) The obligations of the Guarantors under this Section 10.01 shall be automatically reinstated if and to the extent that for any reason any payment by the or on behalf of Borrower or any Restricted Subsidiary during such period (each such Person, property, business other Guarantor in respect of the Guaranteed Obligations is rescinded or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA must be otherwise restored by any holder of any Restricted Subsidiary of the Guaranteed Obligations, whether as a result of any proceedings in bankruptcy or reorganization or otherwise. (e) Each Guarantor hereby agrees that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on until the actual Disposed EBITDA payment and satisfaction in full in cash of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA all Guaranteed Obligations under this Agreement for it shall not enforce any period that includes claim and shall not exercise any right or remedy, direct or indirect, arising by reason of any performance by it of its guarantee in Section 10.01(a), whether by subrogation or otherwise, against Borrower or any other Guarantor of any of the fiscal quarters ended Guaranteed Obligations or any security for any of the Guaranteed Obligations. (f) The guarantee in this Section 10.01 is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising. (g) In any action or proceeding involving any state corporate, limited partnership, or limited liability company Law, or any applicable state, federal or foreign bankruptcy, insolvency, reorganization or other Law affecting the rights of creditors generally, if the obligations of any Guarantor under Section 10.01(a) would otherwise be held or determined to be void, voidable, invalid or unenforceable, or subordinated to the claims of any other creditors, on March 31account of the amount of its liability under Section 10.01(a), 2016then, June 30notwithstanding any other provision of this Agreement to the contrary, 2016the amount of such liability shall, September 30without any further action by such Guarantor, 2016 any other Guarantor or any other Person, be automatically limited and December 31reduced to the highest amount (after giving effect to the right of contribution established in Section 10.01(a)) that is valid and enforceable and not subordinated to the claims of other creditors as determined in such action or proceeding. (h) If a Guarantor becomes a Transferred Guarantor, 2016such Transferred Guarantor shall, Consolidated EBITDA for upon the consummation of such fiscal quarters sale or transfer, be automatically released from its obligations under this Agreement (including under Article XII) and its obligations to pledge and grant any Collateral owned by it pursuant to any Security Document and the pledge of such Capital Stock to the Lender pursuant to the Security Documents shall be $124 millionautomatically released, $128 millionand, $150 million so long as Borrower and $148 millionits Subsidiaries shall have provided the Lender such certifications or documents as it shall reasonably request, respectivelythe Lender shall take such actions as are necessary to effect each release described in this clause (h) in accordance with the relevant provisions of the Security Documents, so long as Borrower and its Subsidiaries shall have provided the Lender such certifications or documents as it shall reasonably request in each caseorder to demonstrate compliance with this Agreement. (i) Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its proportionate share of any payment made hereunder, as may such Guarantor shall be entitled to seek and receive contribution from and against any other Guarantor hereunder which has not paid its proportionate share of such payment. Each Guarantor’s right of contribution shall be subject to the terms and conditions of Section 10.01(e). The provisions of this Section 10.01(i) shall in no respect limit the obligations and liabilities of any adjustment set forth in Guarantor to the immediately preceding paragraph Lender, and each Guarantor shall remain liable to the Lender for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datefull amount guaranteed by such Guarantor hereunder.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (Aa) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period Parent hereby unconditionally and absolutely guarantees (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an this “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted SubsidiaryGuarantee”), based on as a primary obligor and not merely as surety, the actual Acquired EBITDA full and punctual payment and performance of such Acquired Entity or Business or Converted Restricted Subsidiary for such period all debts, obligations and liabilities (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer Fees and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”referral fees), based on the actual Disposed EBITDA whether such obligations are direct or indirect, absolute or contingent, now existing or subsequently arising, primary or secondary, now due or hereafter falling due, monetary or otherwise, of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA Licensee under this Agreement for any period that includes any Agreement, together with all costs of the fiscal quarters ended on March 31collection, 2016compromise or enforcement, June 30including reasonable attorneys’ fees, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period incurred with respect to any acquisitionssuch debt, dispositions obligations or conversions occurring after liabilities, or with respect to this or any other guaranty of any of them, or with respect to a proceeding under the Closing Datefederal bankruptcy laws or any moratorium, insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of creditors concerning Licensee or Parent, together with interest on all such costs of collection, compromise or enforcement from the date arising (collectively, the “Obligations”). Parent further agrees that its liability under the Guarantee shall not be discharged, impaired, diminished or otherwise affected by any (a) extension, settlement, modification, compromise, waiver, release or renewal of any Obligation, in whole or in part or (b) any modification or amendment or supplement to this Agreement. The Guarantee is a continuing guarantee, which shall apply to all Obligations which now exist or subsequently arise, whether or not notice of such Obligations is given to Parent, whether or not any or all prior Obligations had been fully paid, performed and observed before any such Obligation arose, and notwithstanding Holdings’ dissolution. (b) Holdings hereby unconditionally and absolutely guarantees (this “Holdings Guarantee”), as a primary obligor and not merely as surety, the full and punctual payment and performance of all debts, obligations and liabilities (including in respect of referral fees), whether such obligations are direct or indirect, absolute or contingent, now existing or subsequently arising, primary or secondary, now due or hereafter falling due, monetary or otherwise, of Licensor under this Agreement, together with all costs of collection, compromise or enforcement, including reasonable attorneys’ fees, incurred with respect to any such debt, obligations or liabilities, or with respect to this or any other guaranty of any of them, or with respect to a proceeding under the federal bankruptcy laws or any moratorium, insolvency, receivership, arrangement or reorganization law or an assignment for the benefit of creditors concerning Licensor or Holdings, together with interest on all such costs of collection, compromise or enforcement from the date arising (collectively, the “Holdings Obligations”). Holdings further agrees that its liability under the Holdings Guarantee shall not be discharged, impaired, diminished or otherwise affected by any (a) extension, settlement, modification, compromise, waiver, release or renewal of any Holdings Obligation, in whole or in part or (b) any modification or amendment or supplement to this Agreement. The Holdings Guarantee is a continuing guarantee, which shall apply to all Holdings Obligations which now exist or subsequently arise, whether or not notice of such Holdings Obligations is given to Holdings, whether or not any or all prior Holdings Obligations had been fully paid, performed and observed before any such Holdings Obligation arose, and notwithstanding Parent’s dissolution.

Guarantees. There Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary during such period (but Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Notes and this Indenture or pursuant to Section 10.04. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There (a) Subject to this Article 13, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Trustee and their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on, the Notes and such other Note Obligations will be promptly paid in full in cash when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders, the Trustee or the Collateral Trustee hereunder or thereunder will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations (including Note Obligations), that same will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (i) any demand for payment or performance and protest and notice of protest; (ii) any notice of acceptance; (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Company or any Guarantor. Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Company or any Guarantor by reason of any Transaction Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against the Company or any other Guarantor or set off any of its obligations to the Company or any other Guarantor against obligations of such Guarantor to the Company or such other Guarantor. No obligation of any Guarantor hereunder shall be included in determining Consolidated EBITDA discharged other than by complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require the Trustee, the Collateral Trustee or any Holder to seek recourse first against the Company or any other Person, or to realize upon any Collateral for any periodof the Note Obligations, without duplicationas a condition precedent to enforcing such Guarantor’s liability and obligations under this Article 13. (c) If any Holder, (A) the Acquired EBITDA of Trustee or the Collateral Trustee is required by any Person, property, business court or asset acquired otherwise to return any amount paid by the Borrower Company or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets Guarantor to the extent not so acquired)Trustee, the Collateral Trustee or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not subsequently sold, transferred or otherwise disposed by be entitled to any right of subrogation in relation to the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA Holders in respect of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA obligations guaranteed hereby until payment in full in cash of such Acquired Entity or Business or Converted Restricted Subsidiary for such period all obligations (including the portion thereof occurring prior to such acquisitionNote Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Trustee, on the other hand, (B1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. (e) Without limiting the joint and several obligations of the Guarantors to the Trustee, Collateral Trustee and Holders, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee of the Notes such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each Acquired Entity or Business of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the amount ratio of (i) the Pro Forma Adjustment Fair Share Contribution Amount with respect to such Acquired Entity Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or Business distributed on or before such date by all Funding Guarantors under its guarantee of the Notes in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its guarantee of the Notes that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 13.01, any assets or liabilities of such period Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its guarantee of the Notes (including in respect of this Section 13.01), minus (2) the portion thereof occurring prior to aggregate amount of all payments received on or before such acquisition) date by such Contributing Guarantor from the other Contributing Guarantors as specified in contributions under this Section 13.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a certificate executed by a Responsible Officer and delivered third-party beneficiary to the Lenders and the Administrative Agent. There shall be excluded contribution agreement set forth in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition)this Section 13.01. Notwithstanding anything to the contrary contained hereincontrary, for purposes the Guarantors shall not have the right to seek contribution from the Company and any non-paying Guarantor until payment in full in cash of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Dateall Note Obligations.

Guarantees. There of accommodation Any guarantee given by us in our Accommodation brochure or website to allocate accommodation to you shall cease to have effect if this Agreement is terminated. Inventory Means the list of furniture and equipment at the Accommodation which will be provided to you in your Accommodation on arrival. University/We The University of Reading, being an independent corporation with charitable status established by Royal Charter with number RC000665 whose registered office is at Whiteknights, PO Box 217, Reading RG6 6AH and includes all buildings from time to time belonging to the University or managed by or on behalf of the University Contact Details Any notice about this Agreement should be sent to ▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇.▇▇ You The person named in the Offer (where the Tenant is more than one person, obligations are undertaken both individually and together and you as the person named in this Agreement shall be included responsible for all acts and omissions of the same as if their acts and omissions were carried out by you) Accommodation The room(s) to which the Offer relates Flat The flat (if any) in determining Consolidated EBITDA for which the Accommodation is situated and “a flat” means the Flat or any periodother flat at the Hall Hall The University’s hall of residence at which you reside under the terms of this contract Licence Fee The amount payable as rent as stated to in the Offer Period of Residence The term of weeks as referred to in the Offer Security Deposit The sum of £250 Policies and Procedures Means the University's policies and procedures which can be reviewed at: ▇▇▇▇://▇▇▇▇▇▇▇.▇▇▇▇▇▇▇.▇▇.▇▇/essentials/_the-important-stuff/an-a-to-z-of-policies-and-procedures.aspx Managing Agent UPP Reading Ltd, without duplication▇▇ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, (A) the Acquired EBITDA ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇, Offer Means your offer of any Person, property, business or asset acquired accommodation as issued by the Borrower University Visitors Means any guest invited by you, whether that invitation is express or implied (eg where the guest assumes from what you have said or done that they have been invited) or any Restricted Subsidiary during such period (but not person visiting you at the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateAccommodation.

Guarantees. There Subject to the provisions of this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the other Obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium and interest (including Additional Interest, if any) on the Notes shall be included promptly paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest (Aincluding Additional Interest, if any) on the Acquired EBITDA of any PersonNotes, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)if any, to the extent lawful, and all other Obligations of the Issuers to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of this Indenture and the Notes, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that its Guarantee shall not subsequently sold, transferred be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise disposed to return to the Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by any of them to the Borrower Trustee or such Restricted Holder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary during such period (each such PersonGuarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, propertyas between the Subsidiary Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothese Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect Holders under these Guarantees. Back to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Date.Contents

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (Aa) the Acquired EBITDA of any Person, property, business or asset acquired The payment by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA Company of any related Person, property, business or assets all amounts due with respect to the extent not so acquired), to Notes and the extent not subsequently sold, transferred or otherwise disposed performance by the Borrower or such Restricted Subsidiary during such period Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired if the Reporting Entity or Business”is New STERIS Limited) and the Acquired EBITDA Affiliates of the Reporting Entity (other than the Company) that guarantee the obligations of the obligors under the Bank Credit Agreement (together with any Unrestricted Subsidiary that is converted into additional Affiliate who delivers a Restricted Subsidiary during such period guaranty pursuant to Section 9.7, the “Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (eachas the same may be amended, a modified, extended or renewed, the “Converted Restricted SubsidiaryAffiliate Guaranty”). (b) Any instruments, based on documents and agreements pursuant to which the actual Acquired EBITDA of such Acquired Reporting Entity or Business or Converted Restricted any Subsidiary for such period agrees to grant Liens in favor of a collateral agent (including the portion thereof occurring prior to such acquisition) and (B“Collateral Agent”) for the purposes benefit of the definition holders of Notes are hereinafter referred to as the “Collateral Documents”. The Collateral Documents and the Affiliate Guaranties are hereinafter collectively referred to as the “Security Documents.” (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the term “Permitted Acquisition,” compliance Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the covenant set forth in requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 7.11 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than New STERIS Limited if such entity is the Reporting Entity) under the Affiliate Guaranty and the calculation Liens of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment Collateral Documents in respect of each Acquired all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released and (ii) no Default or Event of Default shall have occurred and then be continuing or result therefrom (or should any Default or Event of Default then exist or result, at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or Business equal to the amount of the Pro Forma Adjustment any Affiliate shall again become obligated under or with respect to such Acquired the previously discharged Affiliate Guaranty, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions the relevant Material Credit Facility, then the Lien granted by the Reporting Entity or Business for its Subsidiaries under a Collateral Document or the obligations of such period (including Affiliate under the portion Affiliate Guaranty, as the case may be, shall be reinstated and any release thereof occurring prior previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of the Notes on an equal and pro rata basis. Any release by the holders of the Notes under this Section 2.2(e) shall be deemed to such acquisition) as specified in a certificate executed by a Responsible Officer have occurred concurrently with the release and delivered discharge under the Material Credit Facilities. Further, any reinstatement of an Affiliate Guaranty or Lien pursuant to the Lenders terms hereof shall comply with the terms of Sections 9.7 and 9.8 hereof. The Reporting Entity shall promptly notify the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period holders of the Disposed EBITDA Notes of any Person, property, business or asset (other than release of an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due Affiliate Guaranty pursuant to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”this Section 2.2(e) and the Disposed EBITDA shall deliver evidence of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each release or discharge of a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity guaranty or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, Lien in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datecustomary form.

Guarantees. There Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal and premium, if any, of, and interest and Special Interest, if any, on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and premium, if any of, and interest and Special Interest, if any, on, the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. In addition to the foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (including, without limitation, counsel fees and expenses) incurred by the Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Guarantor. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary during such period (but Guarantee shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Notes and this Indenture. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Subsidiary Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There shall be included in determining Consolidated EBITDA for any period(a) Historic TW, without duplicationas primary obligor and not merely as surety, will fully, irrevocably and unconditionally guarantee, to each Holder of Securities (Aincluding each Holder of Securities issued under the Indenture after the date of this Indenture) and to the Trustee and its successors and assigns (i) the Acquired EBITDA full and punctual payment of any Personprincipal of and interest on the Securities when due, propertywhether at maturity, business by acceleration, by redemption or asset acquired by otherwise, and all other monetary obligations of the Borrower or any Restricted Subsidiary during such period Company under this Indenture (but not the Acquired EBITDA of any related Person, property, business or assets including obligations to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”Trustee) and the Acquired EBITDA Securities and (ii) the full and punctual performance within applicable grace periods of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period all other obligations of the Company under this Indenture and the Securities. (eachb) Each of TBS and HBO, a “Converted Restricted Subsidiary”)as primary obligor and not merely as surety, based on the actual Acquired EBITDA will fully, irrevocably and unconditionally guarantee, to each Holder of such Acquired Entity or Business or Converted Restricted Subsidiary for such period Securities (including each Holder of Securities issued under the portion thereof occurring prior Indenture after the date of this Indenture) and to such acquisitionthe Trustee and its successors and assigns (i) the full and punctual payment of all monies due under the Guarantee of Historic TW, and all other monetary obligations of Historic TW under this Indenture (including obligations to the Trustee) and (Bii) for the purposes full and punctual performance within applicable grace periods of all other obligations of Historic TW under this Indenture and its Guarantee. (c) Each of the definition Guarantors further agrees that its obligations hereunder shall be unconditional irrespective of the term “Permitted Acquisition,” compliance with absence or existence of any action to enforce the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiosame, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA recovery of any Person, property, business judgment against the Company or asset any other Guarantor (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and except to the extent such operations are actually disposed ofjudgment is paid) by the Borrower or any Restricted Subsidiary during waiver or amendment of the provisions of this Indenture or the Securities to the extent that any such period action or any similar action would otherwise constitute a legal or equitable discharge or defense of a guarantor (except that each such waiver or amendment shall be effective in accordance with its terms). (d) Each of the Guarantors further agrees that each Guarantee constitutes a guarantee of payment, performance and compliance and not merely of collection. (e) Each of the Guarantors further agrees to waive presentment to, demand of payment from and protest to the Company or any other Person, propertyand also waives diligence, business notice of acceptance of its Guarantee, presentment, demand for payment, notice of protest for nonpayment, the filing of claims with a court in the event of merger or asset so sold bankruptcy of the Company or disposed of, any other Person and any right to require a “Sold Entity proceeding first against the Company or Business”) and any other Person. The obligations of the Disposed EBITDA Guarantors shall not be affected by any failure or policy on the part of the Trustee to exercise any right or remedy under this Indenture or the Securities of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Dateseries.

Guarantees. There Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Security and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, on the Securities will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and premium, if any, on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Securities or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Securities or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary during such period (but Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Securities and this Indenture or pursuant to Section 10.04. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There shall Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior unsecured basis, to each Holder authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and premium, if any, and interest on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, if any, and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee will not subsequently sold, transferred be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise disposed to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Borrower Trustee or such Restricted Subsidiary during such period (each such PersonHolder, propertythe Guarantees, business or asset acquired to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently so disposed ofbe entitled to, an “Acquired Entity or Business”) and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantees.

Guarantees. There (a) Vale hereby absolutely, unconditionally and irrevocably guarantees in favour of the Purchaser the payment of all monetary liabilities and obligations of the Seller under this Agreement including any damages or Losses owing by the Seller pursuant to this Agreement on account of a breach by the Seller of any of its representations or warranties given under this Agreement or pursuant to a certificate delivered pursuant hereto or a breach by Seller of its covenants or other obligations under this Agreement (collectively, the “Vale Guaranteed Obligations”). Vale agrees that all amounts owing by Vale under this Section 11.1(a) shall be included payable by Vale to the Purchaser promptly after receipt of written demand from the Purchaser (a “Payment Demand”) following the occurrence of a Vale Entity Event of Default that is continuing. Vale shall not be required to make any such payments hereunder in determining Consolidated EBITDA respect of any amount owed by the Seller to the Purchaser pursuant to Section 2.5 which has been validly asserted and set off pursuant to Section 15.4. (b) The Project Owner hereby absolutely, unconditionally and irrevocably guarantees in favour of the Purchaser the prompt and complete payment, observance and performance of all liabilities and obligations of the Seller under this Agreement including any damages or Losses owing by the Seller pursuant to this Agreement on account of a breach by the Seller of any of its representations or warranties given under this Agreement or pursuant to a certificate delivered pursuant hereto or a breach by Seller of its covenants or other obligations under this Agreement (collectively, the “Project Owner Guaranteed Obligations”). The Project Owner shall promptly upon demand by the Purchaser observe, pay and perform such Project Owner Guaranteed Obligations upon the default or non-performance thereof by the Seller pursuant to the provisions of this Agreement. (c) The foregoing agreements of the Guarantors are absolute, unconditional, present and continuing and are in no way conditional or contingent upon any event, circumstance, action or omission which might in any way discharge a guarantor or surety in whole or in part. (d) Each Payment Demand shall identify the relevant breach by the Seller of its obligations under this Agreement; provided that failure by the Purchaser to provide such information shall not relieve Vale of its obligation to pay in accordance with Section 11.1(a). (e) For greater certainty, the guarantee described in Section 11.1(a) is a guarantee of payment only, and not of performance. Nothing contained in this Article 11 shall oblige Vale to perform, or refrain from performing, or to procure the performance or non-performance of the Guaranteed Obligations or any part thereof save for the payment of money in respect of the breach of the Guaranteed Obligations in accordance with the terms of Section 11.1(a). Nothing contained in this Article 11 shall oblige Vale to carry out, discharge or perform, or procure the carrying-out, discharging or performance of, any other obligations of the Seller or the Project Owner to the Purchaser. (f) Each Guarantor, as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under Section 11.1(a) or 11.1(b), as applicable, agrees to indemnify and keep indemnified the Purchaser in full from and against all and any Losses suffered or incurred by the Purchaser arising out of, or in connection with: (i) any failure of the Seller to perform or discharge the Guaranteed Obligations; or (ii) total or partial unenforceability of any Guaranteed Obligation by reason of illegality, incapacity, lack or exceeding of powers, ineffectiveness of execution or otherwise (a “Lack of Enforceability”), and each Guarantor agrees that all indemnified amounts owing by such Guarantor under this Section 11.1(f) shall be payable by such Guarantor to the Purchaser promptly upon demand by the Purchaser. (g) The obligations of the Guarantors under this Section 11.1 are continuing, unconditional and absolute and, without limiting the generality of the foregoing, will not be released, discharged, limited or otherwise affected by (and each of the Guarantors hereby consents to or waives, as applicable, to the fullest extent permitted by Applicable Law): (i) any extension, other indulgence, renewal, settlement, discharge, compromise, waiver, subordination or release in respect of any of the Guaranteed Obligations; (ii) any modification or amendment of or supplement to the Guaranteed Obligations, including any increase or decrease in the amounts payable thereunder including any amendment to this Agreement (other than this Section 11.1) for which the Guarantors’ consent was not obtained; (iii) any release, non-perfection or invalidity of any direct or indirect security for any periodGuaranteed Obligations; (iv) any Insolvency Event affecting the Seller, without duplicationany Guarantor or any other Person or their property; (v) any Change of Control of the Seller, any Guarantor or any other Person, or any Transfer of all of or any part of the Seller, the Project Owner or Vale’s interest in this Agreement or in any Guaranteed Obligations; (Avi) subject to the Acquired EBITDA right of the Guarantors under the proviso immediately following Section 11.1(g)(xxii),the existence of any claim, set off or other rights which the Guarantors may have at any time against the Seller, the Purchaser or any other Person; (vii) any invalidity, property, business illegality or asset acquired unenforceability relating to or against the Seller or any Guarantor or any provision of Applicable Law or regulation purporting to prohibit the payment by the Borrower Seller or any Restricted Subsidiary during such period (but not the Acquired EBITDA Guarantor of any related Personamount in respect of the Guaranteed Obligations; (viii) any limitation, propertypostponement, business prohibition, subordination or assets other restriction on the rights of the Purchaser to payment of the Guaranteed Obligations; (ix) any Transfer by the Project Owner of its right, title or interest in and to any of the Project Assets, or any other action taken or not taken by the Project Owner; (x) any release, substitution or addition of any co-signer, endorser or other guarantor of the Guaranteed Obligations except to the extent not so acquired)that this Agreement expressly provides for a release or replacement of the Guarantors from the Guaranteed Obligations in such circumstances; (xi) any defence arising by reason of any failure of the Purchaser to make any presentment, demand for performance, notice of non-performance, protest or any other notice, including notice of acceptance of this Agreement, partial payment or non-payment of any Guaranteed Obligations or the existence, creation or incurring of new or additional Guaranteed Obligations; (xii) any defence arising by reason of any failure of the Purchaser to proceed against the Seller, any Guarantor or any other Person, to apply or exhaust any security held from the extent not subsequently soldSeller, transferred any Guarantor or otherwise disposed any other Person for the Guaranteed Obligations, or to pursue any other remedy of the Purchaser whatsoever; (xiii) any Applicable Law which provides that the obligation of a guarantor must neither be larger in amount nor in other respects more burdensome than that of the principal obligation or which reduces a guarantor’s obligation in proportion to the principal obligation; (xiv) any defence arising by reason of any incapacity, lack of authority, or other defence of the Borrower Seller, any Guarantor or such Restricted Subsidiary during such period (each such any other Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA by reason of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachlimitation, a “Converted Restricted Subsidiary”)postponement, based prohibition on the actual Acquired EBITDA Purchaser’s right to payment of such Acquired Entity any Guaranteed Obligations, or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes by reason of the definition cessation from any cause whatsoever of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation liability of the Consolidated First Lien Net Leverage RatioSeller, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment any Guarantor or any other Person in respect of each Acquired Entity any Guaranteed Obligations, or Business equal by reason of any act or omission of the Purchaser or others which directly or indirectly results in the discharge or release of the Seller, any Guarantor or any other Person or all or any part of the Guaranteed Obligations, or any security or guarantee therefor, whether by contract, operation of Applicable Law or otherwise; (xv) any defence arising by reason of any failure by the Purchaser to obtain, perfect or maintain a perfected or prior (or any) security interest in or lien or encumbrance upon any property of the Seller, any Guarantor or any other Person, or by reason of any interest of the Purchaser in any property, whether as supplier thereof or the holder of a security interest therein or lien or encumbrance thereon, being invalidated, voided, declared fraudulent or preferential or otherwise set aside, or by reason of any impairment by the Purchaser of any right to recourse or collateral; (xvi) any defence arising by reason of the failure of the Purchaser to marshal any property; (xvii) any defence based upon any failure of the Purchaser to give to the amount Seller, any Guarantor or any other Person notice of any sale or other disposition of any property securing any Guaranteed Obligations or any guarantee thereof, or any defect in any notice that may be given in connection with any sale or other disposition of any such property, or any failure of the Pro Forma Adjustment Purchaser to comply with respect any Applicable Law in enforcing any security interest in or lien upon any such property, including any failure by the Purchaser to dispose of any such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified property in a certificate executed commercially reasonable manner; (xviii) any dealing whatsoever with the Seller, any Guarantor or any other Person or any security, whether negligently or not, or any failure of the Purchaser to take any action; (xix) any Transfer by the Seller or Purchaser of this Agreement or any Guaranteed Obligations, in whole or in part; (xx) any consolidation, amalgamation with, merger with or into, Transfer of assets (whether all or partial), continuance, reorganization, reincorporation, reconstitution as another entity, by or in respect of the Seller or any other similar matter undertaken by Seller; (xxi) any defence based upon or arising out of any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, liquidation or dissolution proceeding commenced by or against the Seller, any Guarantor or any other Person, including any discharge of, or bar against collecting, any Guaranteed Obligations, in or as a Responsible Officer and delivered result of any such proceeding; or (xxii) any other act or omission to act or delay of any kind by any the Seller, any Guarantor, the Purchaser, or any other Person or any other circumstance whatsoever, whether similar or dissimilar to the Lenders and foregoing, which might, but for the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period provisions of this paragraph, constitute a legal or equitable discharge, limitation or reduction of the Disposed EBITDA obligations of any Person, property, business or asset Guarantor hereunder (other than an Unrestricted Subsidiarythe payment or performance in full of all of the Guaranteed Obligations), provided that, notwithstanding anything to the contrary herein, each Guarantor expressly reserves the right to assert any counterclaim or setoff which the Seller is or would have been entitled to assert (other than defenses in respect of Lack of Enforceability). (h) soldWithout limiting the generality of the foregoing and without releasing, transferred discharging, limiting or otherwise disposed affecting in whole or in part any Guarantor's liability hereunder, without obtaining the consent of oror giving notice to any Guarantor, closed or classified as discontinued operations the Purchaser may: (but if such operations are classified as discontinued due i) grant time, renewals, extensions, indulgences, releases and discharges to the fact Seller; (ii) take or abstain from taking or enforcing securities or collateral from the Seller or from perfecting securities or collateral of the Seller; and (iii) accept compromises from the Seller. (i) The provisions of this Section 11.1 apply (and the waivers set out herein will be effective) even if the effect of any action (or failure to take action) by the Purchaser is to destroy or diminish any subrogation rights of any Guarantor or any rights of any Guarantor to proceed against the Seller or any other Person for reimbursement or to recover any contribution from any other guarantor or any other right or remedy of the Guarantors. (j) The Purchaser shall not be bound to exhaust its recourse against the Seller, any Guarantor or any other Persons or to realize on any security it may hold in respect of the Guaranteed Obligations before being entitled to payment or performance from the Guarantors under this Section 11.1 and each of the Guarantors hereby renounces all benefits of discussion and division. (k) In the event of a breach of any of the Guaranteed Obligations, the Purchaser is entitled to make claim and to pursue its remedies in respect thereof against any one or any combination of the Seller and Guarantors as described in Section 11.1(a), provided that they are subject in no event shall the obligations of the Guarantors under this Section 11.1 be interpreted to an agreement allow the Purchaser to dispose recover more from the Guarantors, the Seller or any combination of the payments from such parties, than it could have recovered from the Seller in respect of such operationsbreach (or would have been recoverable in the absence of any Lack of Enforceability or any Insolvency Event applicable to the Seller), only when net of any set-off that would be permitted in accordance with Section 15.4 in respect of such breach. (l) This Section 11.1 shall continue and apply to any ultimate unpaid or unperformed balance of the Guaranteed Obligations and shall be reinstated if at any time payment or performance of any of the Guaranteed Obligations is rescinded or must otherwise be returned or reversed by the Purchaser upon the occurrence of an Insolvency Event applicable to the Seller or any Guarantor or for any other reason whatsoever, all as though such payment or performance had not been made. (m) In the event that the Purchaser shall receive any payments or performance on account of the Guaranteed Obligations from the Guarantors, the realization of any security or otherwise, the Guarantors shall have no right to make any claims for repayment or contribution or to exercise any rights of subrogation against any Vale Entity, and all such rights are hereby expressly waived, until the Guaranteed Obligations have been fully and completely paid, performed or otherwise satisfied. (n) In the event of an Insolvency Event applicable to the Seller or any Guarantor or in the event that the Seller or Guarantor shall make a bulk sale of any of its assets within the bulk transfer provisions of any applicable legislation or any composition with creditors or scheme of arrangement, the Purchaser shall have the right to rank in priority to the Guarantors for its claim in respect of the Guaranteed Obligations and to receive all dividends or other payments in respect thereof until the Guaranteed Obligations have been fully and completely paid, performed or otherwise satisfied, all without prejudice to its claim against the Guarantors who shall continue to be liable for any remaining unpaid or unperformed balance of the Guaranteed Obligations. (o) Each guarantee in this Article 11 is a continuing guarantee which shall remain in full force and effect notwithstanding any intermediate or partial satisfaction or performance of the Guaranteed Obligations by the Seller, any Guarantor or any other Person. (p) The liability of each Guarantor under this Article 11 shall not be reduced, discharged or otherwise adversely affected by any act, omission, matter or thing which would have discharged or affected the liability of such Guarantor had it been a principal obligor instead of a guarantor, or indemnifier, or by anything done or omitted by any Person which, but for this provision, might operate or exonerate or discharge such Guarantor or otherwise reduce or extinguish its liability under this Article 11; except to the extent such operations are actually disposed ofmatters reduce the Guaranteed Obligations as against the Seller. (q) Each Guarantor waives any right it may have to require the Purchaser (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against the Seller before claiming from such Guarantor under this Article 11. (r) Each guarantee in this Article 11 is in addition to and shall not affect nor be affected by or merge with any other judgment, security, right or remedy obtained or held by the Borrower or any Restricted Subsidiary during such period Purchaser from time to time in respect of the discharge and performance of the Guaranteed Obligations by the Seller. (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”s) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything Without prejudice to the contrary contained hereinsequence and time periods for making demands, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Date.Guarantors expressly wai

Guarantees. There shall be included (a) For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of the Guarantors, together with each Subsidiary of the Company which in determining Consolidated EBITDA for accordance with Section 11.08 is required in the future to guarantee the Obligations of the Company and the Guarantors under the Securities, the Guarantees and this Indenture upon execution of a supplemental indenture, hereby jointly and severally and irrevocably and unconditionally guarantees to the Trustee and to each Holder of a Security authenticated and delivered by the Trustee irrespective of the validity or enforceability of this Indenture or the Securities or the Obligations of the Company and the Guarantors under this Indenture, that: (i) the principal of, premium, if any, and any periodinterest, on the Securities (including, without duplicationlimitation, any interest that accrues after the filing of a proceeding of the type described in Sections 6.01(g) and (Ah)) and any fees, expenses and other amounts owing under this Indenture will be duly and punctually paid in full when due, whether at Stated Maturity, by acceleration, call for redemption, upon a Change of Control Offer, Asset Sale Offer, purchase or otherwise, and interest on the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period overdue principal and (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)permitted by law) interest, to the extent not subsequently soldif any, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) Securities and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment any other amounts due in respect of each Acquired Entity or Business equal the Securities, and all other Obligations of the Company and the Guarantors to the amount Holders of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders Securities under this Indenture and the Administrative AgentSecurities, whether now or hereafter existing, will be promptly paid in full or performed, all strictly in accordance with the terms hereof and of the Securities; and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration, call for redemption, upon Change of Control Offer, Asset Sale Offer, purchase or otherwise. There If payment is not made when due of any amount so guaranteed for whatever reason, each Guarantor shall be excluded in determining Consolidated EBITDA for any period jointly and severally obligated to pay the Disposed EBITDA same individually whether or not such failure to pay has become an Event of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due Default which could cause acceleration pursuant to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Date.Section

Guarantees. There Subject to the provisions of this Article 11, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the Obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium, interest and Liquidated Damages, if any, on the Notes shall be included promptly paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, interest and Liquidated Damages, if any, on the Notes, if any, if lawful, and all other Obligations of the Issuers to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes; and (Ab) the Acquired EBITDA in case of any Person, property, business extension of time of payment or asset acquired by the Borrower renewal of any Notes or any Restricted Subsidiary during of such period (but not other obligations, that same shall be promptly paid in full when due or performed in accordance with the Acquired EBITDA terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any related Personamount so guaranteed or any performance so guaranteed for whatever reason, property, business or assets the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of this Indenture and the Notes, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenant that the Guarantees shall not so acquired)be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothese Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed hereby, and (y) in the event 101 of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA Holders under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datethese Guarantees.

Guarantees. There To the extent a Member guarantee is required by an institutional lender to the Company, the Board of Directors shall send to each Preferred Member written notice of the required guarantee including a description of the purpose of the loan the Members are being asked to guarantee, a statement of the potential benefits of the loan to the Company and the Members who guarantee the loan and a statement of the potential impact upon each Member pursuant to this Section if such Member does not guarantee the loan (the "GUARANTEE NOTICE"). The Preferred Members agree to provide, to a maximum aggregate amount of US$250 Million, a several guarantee of the Company's debt according to their respective Percentage Interests. If any Preferred Member fails to provide, in whole or in part, a guarantee as specified above, such failure shall not constitute an Event of Default under this Agreement, but the Percentage Interests of the Preferred Members shall be included in determining Consolidated EBITDA for any period, without duplication, adjusted so that each Preferred Member's Percentage Interest shall be determined by multiplying (A1) the Acquired EBITDA aggregate Percentage Interests of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes all of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioPreferred Members times (2) a fraction, the Consolidated Secured Net Leverage Ratio, numerator of which represents the Consolidated Total Net Leverage Ratioaggregate amount of each Preferred Member's Capital Contribution plus any amount such Member guaranteed as provided for above, and the Consolidated Interest Coverage Ratio, an adjustment in respect denominator of each Acquired Entity or Business equal to which represents the amount sum of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset all Preferred Members' Capital Contributions (other than an Unrestricted SubsidiaryCommon Members) soldplus the total amount guaranteed by the Members. In addition, transferred the Unpaid Capital Preference and Capital Account of the Preferred Member who fails to approve in whole or in part a guarantee, as specified above, shall be adjusted in substantially the same manner as Percentage Interests. The Preferred Shares owned by each Preferred Member shall be adjusted accordingly to reflect such adjustments in each Preferred Member's Percentage Interest. As used in the preceding sentence, Capital Contributions shall include those portions of Capital Contributions made by a Defaulting Member or Terminated Member that are credited to the Capital Account Balances of Non-Defaulting Members or Remaining Members following a transfer of part of the Defaulting Member's or Terminated Member's Interest to such Members under clause (ii) of either of Section 3.4.1.4 or Section 10.5. If the failure to guarantee the Company's debt is not a Dilution Event each Member's right to receive and obligation to take the output of the Foundry pursuant to the Purchase Agreement and Future Purchase Agreement shall not be affected. However, if such failure is a Dilution Event, the Members' right to receive and obligation to take the output of the Foundry pursuant to the Purchase Agreement and the Future Purchase Agreement shall be adjusted contemporaneously to reflect the change in Percentage Interests. Additionally, if a Member fails to provide a guarantee as specified above, such Member shall not be entitled to acquire directly or indirectly any Products of the Company, the production of which has been funded, enabled or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) facilitated by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA proceeds of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during Company debt such period (each a “Converted Unrestricted Subsidiary”)Member failed to guarantee, based on the actual Disposed EBITDA production of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth which was described in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee Notice.

Guarantees. There shall 3. At issuance, the Notes will not be included in determining Consolidated EBITDA for any periodguaranteed. If, without duplicationafter the date of this Supplemental Indenture, (Ai) the Acquired EBITDA Notes are not secured obligations on a pari passu basis with the obligations under the Company’s then primary credit facility (other than Permitted Liens) by perfected first-priority security interests in the same assets that constitute Collateral securing the obligations of the Company thereunder and (ii)(a) the Company’s then primary credit facility has the benefit of any Personguarantee from its Domestic Subsidiaries or (b) the Company or one or more of its Domestic Subsidiaries enters into a guarantee of Senior Indebtedness (including under the Credit Agreement) or one or more of its Domestic Subsidiaries incurs Senior Indebtedness, propertyin each case where the Indebtedness described in clauses (ii)(a) or (ii)(b) in the aggregate, and without duplication in the amount of Indebtedness being calculated, on a consolidated basis outstanding at such time exceeds the Triggering Amount, then the Company shall, within 15 business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Persondays, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (cause each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Domestic Subsidiary that is converted into then a Restricted guarantor of the Company’s then primary credit facility to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit B hereto pursuant to which such Domestic Subsidiary during will guarantee (such period guarantee being referred to as the “Triggering Guarantee”) payment of the Notes on a full and unconditional senior unsecured basis with such limitations as are set forth in the Triggering Guarantee. (a) Each Domestic Subsidiary that is required to deliver a guarantee pursuant to subsection (a) above (each, a “Converted Restricted SubsidiaryGuarantor”) hereby jointly and severally, irrevocably and unconditionally guarantees, as a primary obligor and not merely as a surety, to each Holder and to the Trustee (i) the full and punctual payment when due, whether at Stated Maturity, by acceleration, by redemption or otherwise, of all obligations of the Company under the Indenture (including obligations to the Trustee) and the Notes, whether for payment of principal of, premium, if any, or interest on in respect of the Notes and all other monetary obligations of the Company under the Indenture and the Notes and (ii) the full and punctual performance within applicable grace periods of all other obligations of the Company whether for fees, expenses, indemnification or otherwise under the Indenture and the Notes (all the foregoing being hereinafter collectively called the “Guaranteed Obligations” and each such guarantee, a “Guarantee”). Each Guarantor further agrees that the Guaranteed Obligations may be extended or renewed, based in whole or in part, without notice or further assent from any Guarantor, and that each Guarantor shall remain bound under this Article 6 notwithstanding any extension or renewal of any Guaranteed Obligation. (b) Each Guarantor waives presentation to, demand of payment from and protest to the Company of any of the Guaranteed Obligations and also waives notice of protest for nonpayment. Each Guarantor waives notice of any default under the Notes or the Guaranteed Obligations. The obligations of each Guarantor hereunder shall not be affected by (i) the failure of any Holder or the Trustee to assert any claim or demand or to enforce any right or remedy against the Company or any other Person under the Indenture, the Notes or any other agreement or otherwise; (ii) any extension or renewal of the Indenture, the Notes or any other agreement; (iii) any rescission, waiver, amendment or modification of any of the terms or provisions of the Indenture, the Notes or any other agreement; (iv) the failure of any Holder or Trustee to exercise any right or remedy against any other guarantor of the Guaranteed Obligations; or (v) any change in the ownership of each Guarantor, except as provided in Section 6.02(b) or Section 6.02(c). Each Guarantor hereby waives any right to which it may be entitled to have its obligations hereunder divided among the Guarantors, such that such Guarantor’s obligations would be less than the full amount claimed. (c) Each Guarantor hereby waives any right to which it may be entitled to have the assets of the Company first be used and depleted as payment of the Company’s or such Guarantor’s obligations hereunder prior to any amounts being claimed from or paid by such Guarantor hereunder. Each Guarantor hereby waives any right to which it may be entitled to require that the Company be sued prior to an action being initiated against such Guarantor. (d) Each Guarantor further agrees that its Guarantee herein constitutes a guarantee of payment when due (and not a guarantee of collection) and waives any right to require that any resort be had by any holder or the Trustee to any security held for payment of the Guaranteed Obligations. (e) The Guarantee of each Guarantor is, to the extent and in the manner set forth in Article 6, equal in right of payment to all existing and future pari passu Indebtedness, senior in right of payment to all existing and future subordinated Indebtedness of the Company and subordinated and subject in right of payment to the prior payment in full of the principal of and premium, if any, and interest on all secured Indebtedness of the actual Acquired EBITDA relevant Guarantor and is made subject to such provisions of the Indenture. (f) Except as expressly set forth in Article 12 of the Base indenture and 6.02 and 6.06 of this Supplemental Indenture, the obligations of each Guarantor hereunder shall not be subject to any reduction, limitation, impairment or termination for any reason, including any claim of waiver, release, surrender, alteration or compromise, and shall not be subject to any defense of setoff, counterclaim, recoupment or termination whatsoever or by reason of the invalidity, illegality or unenforceability of the Guaranteed Obligations or otherwise. Without limiting the generality of the foregoing, the obligations of each Guarantor herein shall not be discharged or impaired or otherwise affected by the failure of any holder or the Trustee to assert any claim or demand or to enforce any remedy under the Indenture, the Notes or any other agreement, by any waiver or modification of any thereof, by any default, failure or delay, willful or otherwise, in the performance of the obligations, or by any other act or thing or omission or delay to do any other act or thing which may or might in any manner or to any extent vary the risk of any Guarantor or would otherwise operate as a discharge of any Guarantor as a matter of law or equity. (g) Each Guarantor agrees that its Note Guarantee shall remain in full force and effect until payment in full of all the Guaranteed Obligations. Each Guarantor further agrees that its Guarantee herein shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of principal of or interest on any Guaranteed Obligation is rescinded or must otherwise be restored by any holder or the Trustee upon the bankruptcy or reorganization of the Company or otherwise. (h) In furtherance of the foregoing and not in limitation of any other right which any Holder or the Trustee has at law or in equity against any Guarantor by virtue hereof, upon the failure of the Company to pay the principal of or interest on any Guaranteed Obligation when and as the same shall become due, whether at maturity, by acceleration, by redemption or otherwise, or to perform or comply with any other Guaranteed Obligation, each Guarantor hereby promises to and shall, upon receipt of written demand by the Trustee, forthwith pay, or cause to be paid, in cash, to the Holders or the Trustee an amount equal to the sum of (i) the unpaid principal amount of such Acquired Entity or Business or Converted Restricted Subsidiary for Guaranteed Obligations, (ii) accrued and unpaid interest on such period Guaranteed Obligations (including but only to the portion thereof occurring prior to such acquisitionextent not prohibited by applicable law) and (Biii) all other monetary obligations of the Company to Holders and the Trustee. (i) Each Guarantor agrees that it shall not be entitled to any right of subrogation in relation to Holders in respect of any Guaranteed Obligations guaranteed hereby until payment in full of all Guaranteed Obligations. Each Guarantor further agrees that, as between it, on the one hand, and Holders and the Trustee, on the other hand, (i) the maturity of the Guaranteed Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioGuarantee herein, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Guaranteed Obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such Guaranteed Obligations as provided in Article VI, such Guaranteed Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Section 6.01. (j) Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the amount Trustee or any holder in enforcing any rights under this Section 6.01. (k) Upon request of the Pro Forma Adjustment with respect to Trustee, each Guarantor shall execute and deliver such Acquired Entity or Business for further instruments and do such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, further acts as may be reasonably necessary or proper to carry out more effectively the purpose of the Indenture. (l) The foregoing is subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datelimitations required by applicable law.

Guarantees. There shall (a) Subject to this Article 13, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the obligations of the Company hereunder and thereunder, that: (i) the principal of and interest on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at the Maturity Date, by acceleration, upon redemption, upon prepayment or otherwise, and interest on the overdue principal of and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) interest on the Notes, and the Settlement Amounts upon exchange will be promptly paid and/or delivered in full when due upon exchange, and all other payment obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Date, by acceleration, upon redemption, upon prepayment or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be, jointly and severally, obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors hereby agree that their respective obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not subsequently soldbe discharged except by complete performance of the obligations contained in the Notes and this Indenture, transferred or pursuant to Section 13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. (d) If any Holder or the Trustee is required by any court or otherwise disposed to return to the Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Borrower Company or any Guarantor to the Trustee or such Restricted Subsidiary during such period Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. (each such Persone) Each Guarantor further agrees that, propertyas between the Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Article 6 of this Indenture, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature (provided that Additional Amounts payable pursuant to Section 4.07 shall remain payable). (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified Note is exchanged in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under accordance with this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateIndenture.

Guarantees. There Subject to the provisions of this Article 10, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the other Obligations of the Issuers hereunder or thereunder, that: (a) the principal of, premium and interest (including Additional Interest, if any) on the Notes shall be included promptly paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at the maturity or interest payment or mandatory redemption date, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium and interest (Aincluding Additional Interest, if any) on the Acquired EBITDA of any PersonNotes, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)if any, to the extent lawful, and all other Obligations of the Issuers to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in full or performed, all in accordance with the terms of this Indenture and the Notes; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor hereby agrees that to the fullest extent permitted by applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of this Indenture and the Notes, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. To the fullest extent permitted by applicable law, each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that its Guarantee shall not subsequently sold, transferred be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise disposed to return to the Issuers or Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Guarantors, any amount paid by any of them to the Borrower Trustee or such Restricted Subsidiary during such period (each such PersonHolder, propertythese Guarantees, business or asset acquired to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently so disposed ofbe entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Guarantor further agrees that, an “Acquired Entity or Business”) as between the Guarantors, on the one hand, and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothese Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of these Guarantees. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under these Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against an Issuer for liquidation, reorganization, should such Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuers’ assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with respect all existing and future Senior Indebtedness of such Guarantor, if any. Each payment to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed be made by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There Guarantor in respect of its Guarantee shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA made without set-off, counterclaim, reduction or diminution of any Person, property, business kind or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition)nature. Notwithstanding anything to the contrary contained hereincontrary, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any direct or indirect parent company of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 Company may guarantee the Notes and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datebecome a Guarantor hereunder.

Guarantees. There (a) The Company shall be included in determining Consolidated EBITDA for any periodfrom time to time (i) cause each Subsidiary of the Company that is not an Excluded Subsidiary to become, without duplicationon the Issue Date or, if such Subsidiary is acquired or created after the Issue Date or such Subsidiary was an Excluded Subsidiary but thereafter is not an Excluded Subsidiary, at the later of (A) the Acquired EBITDA time of any Personthe acquisition, property, business creation or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA change in status of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes time at which such Subsidiary Incurs Indebtedness or such Subsidiary guarantees or secures any Indebtedness of the definition Company, a guarantor of the term “Permitted Acquisition,” obligations of the Company under this Indenture and the Notes by executing this Indenture (directly or by supplemental indenture) as a Subsidiary Guarantor or by executing a Guarantee in substantially the form of Article 15 (provided that the provision of a Guaranty by a Subsidiary after the Issue Date shall be subject to compliance with any applicable Gaming Laws and the covenant Company agrees that (subject to Section 12.7(b)) it shall not have any such Subsidiary that is not an Excluded Subsidiary unless it is permitted to give such Guarantee under applicable Gaming Laws) and (ii) deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is the valid, binding and enforceable obligation of such Subsidiary Guarantor, subject to customary exceptions for bankruptcy, fraudulent transfer and equitable principles. (b) The actions set forth in Section 7.11 and the calculation 12.7(a) shall be taken within 10 days of the Consolidated First Lien Net Leverage Ratiotime on which any Person is required to become a Subsidiary Guarantor, provided that if such Person is not permitted to give a Guarantee under applicable Gaming Laws, then, unless such Person has become a guarantor of the Credit Facilities, any Existing Senior Notes or any Additional Notes, such period shall be extended as long as the Company continues to use best efforts to obtain the requisite consents for such Guarantee from the applicable Gaming Authority. Each Note issued after the date of execution by any additional Subsidiary Guarantor of a Guarantee shall be endorsed with a form of Guarantee that has been executed by such Subsidiary Guarantor. However, the Consolidated Secured Net Leverage Ratiofailure of any Note to have endorsed thereon a Guarantee executed by such Subsidiary Guarantor shall not affect the validity or enforceability of such Guarantee. In the case of a Subsidiary that becomes a Subsidiary Guarantor after the Issue Date as a result of its guarantee of Indebtedness of the Company (and not as a result of its Incurrence of Indebtedness), if such Subsidiary thereafter no longer guarantees any Indebtedness and has not Incurred any Indebtedness, then, upon delivery by the Company to the Trustee of an Officers' Certificate and an Opinion of Counsel, to the effect that such conditions to release of the Subsidiary Guarantee by such Subsidiary have been satisfied, the Consolidated Total Net Leverage Ratio, and Trustee shall execute any documents reasonably required in order to evidence the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose release of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Guarantor from its Guarantee Obligations under its Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There Subject to this Article Thirteen, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee (acting in any capacity hereunder) and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the Obligations of the Company hereunder or thereunder, that: (a) the principal and premium, if any, of, and interest, if any, on, the Securities will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and premium, if any of, and interest, if any, on, the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee (acting in any capacity hereunder) hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. In addition to the foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (including, without limitation, counsel fees and expenses) incurred by the Trustee under this Indenture in enforcing any rights under a Guarantee with respect to a Guarantor. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Securities or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted Subsidiary during such period (but other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Securities and this Indenture. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article Five hereof, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There (a) Subject to this Article 13, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on, the Notes and such other Note Obligations will be promptly paid in full in cash when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders, the Trustee or the Collateral Agent hereunder or thereunder will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations (including Note Obligations), that same will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (i) any demand for payment or performance and protest and notice of protest; (ii) any notice of acceptance; (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Company or any Guarantor. No obligation of any Guarantor hereunder shall be included in determining Consolidated EBITDA discharged other than by complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require the Trustee, the Collateral Agent or any Holder to seek recourse first against the Company or any other Person, or to realize upon any Collateral for any periodof the Note Obligations, without duplicationas a condition precedent to enforcing such Guarantor’s liability and obligations under this Article 13. (c) If any Holder, (A) the Acquired EBITDA of Trustee or the Collateral Agent is required by any Person, property, business court or asset acquired otherwise to return any amount paid by the Borrower Company or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets Guarantor to the extent not so acquired)Trustee, the Collateral Agent or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor further unconditionally and irrevocably agrees not subsequently sold, transferred to (x) enforce or otherwise disposed exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Company or any Guarantor by reason of any Note Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against the Borrower Company or any other Guarantor or set off any of its obligations to the Company or any other Guarantor against obligations of such Guarantor to the Company or such Restricted Subsidiary during such period (other Guarantor. in each such Personcase, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA until payment in full in cash of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period all obligations (including the portion thereof occurring prior to such acquisitionNote Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (B1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. (e) Without limiting the joint and several obligations of the Guarantors to the Trustee, Collateral Agent and Holders, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee of the Notes such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each Acquired Entity or Business of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the amount ratio of (i) the Pro Forma Adjustment Fair Share Contribution Amount with respect to such Acquired Entity Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or Business distributed on or before such date by all Funding Guarantors under its guarantee of the Notes in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its guarantee of the Notes that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state or other applicable law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 13.01, any assets or liabilities of such period Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its guarantee of the Notes (including in respect of this Section 13.01), minus (2) the portion thereof occurring prior to aggregate amount of all payments received on or before such acquisition) date by such Contributing Guarantor from the other Contributing Guarantors as specified in contributions under this Section 13.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a certificate executed by a Responsible Officer and delivered third-party beneficiary to the Lenders and the Administrative Agent. There shall be excluded contribution agreement set forth in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition)this Section 13.01. Notwithstanding anything to the contrary contained hereincontrary, for purposes the Guarantors shall not have the right to seek contribution from the Company and any non-paying Guarantor until payment in full in cash of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Dateall Note Obligations.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (Aa) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets Subject to the extent not so acquiredprovisions of Section 6.1(b), each Borrower hereby unconditionally and irrevocably guarantees to the extent not subsequently soldAdministrative Agent, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes ratable benefit of the definition Lenders and their respective successors, indorsees, transferees and assigns, the prompt and complete payment by each other Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the term “Permitted Acquisition,” compliance with Obligations owing by such other Borrower. (b) Anything in this Article VI to the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiocontrary notwithstanding, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect maximum liability of each Acquired Entity or Business equal Borrower (other than a Borrower which is guaranteeing the Obligations of its Subsidiaries) under this Article VI shall in no event exceed the amount which can be guaranteed by such Borrowing Subsidiary under applicable federal and state laws relating to the insolvency of debtors. (c) Each Borrower agrees that the Obligations owing by any other Borrower may at any time and from time to time exceed the amount of the Pro Forma Adjustment with respect to liability of such Acquired Entity other Borrower under this Article VI without impairing the guarantee of such Borrower under this Article VI or Business for such period (including affecting the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer rights and delivered to the Lenders and remedies of the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for Agent or any period the Disposed EBITDA of Lender under this Article VI. (d) No payment or payments made by any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during other Person or received or collected by the Administrative Agent or any Lender from any Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Borrowers under this Article VI 51 56 which shall, notwithstanding any such period (each such Personpayment or payments, property, business or asset so sold or disposed of, a “Sold Entity or Business”) continue until the Obligations are paid in full and the Disposed EBITDA Commitments are terminated. (e) Each Borrower agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of any Restricted Subsidiary its liability under this Article VI, it will notify the Administrative Agent in writing that such payment is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary made under this Article VI for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datepurpose.

Guarantees. There Each Guarantor, jointly and severally, unconditionally guarantees to each Guaranteed Party the due and punctual payment by Rayonier (or TRS on Rayonier’s behalf pursuant to the Contribution Agreement) of (a) the principal of and premium, if any, and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding) on the Revenue Bonds, when and as due, whether at maturity, by acceleration, upon one or more dates set for prepayment or otherwise, and (b) all other monetary obligations, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), of Rayonier to the Guaranteed Parties under any trust indenture, loan agreement or other related operative documents governing the Revenue Bonds (together, the “Bond Documents”), whether such amounts shall have accrued prior to, on or after the date of this Guarantee (all the monetary obligations referred to in the preceding clauses (a) and (b) being collectively called the “Rayonier Obligations”). Anything contained in this Guarantee to the contrary notwithstanding, the obligations of each Guarantor hereunder shall be included in determining Consolidated EBITDA for any period, without duplication, (A) limited to a maximum aggregate amount equal to the Acquired EBITDA greatest amount that would not render such obligations subject to avoidance as a fraudulent transfer or conveyance under Section 548 of any Person, property, business or asset acquired by Title 11 of the Borrower United States Code or any Restricted Subsidiary during provisions of applicable law (collectively, the “Fraudulent Transfer Laws”), in each case after giving effect to all other liabilities of such period (but not Guarantor, contingent or otherwise, that are relevant under the Acquired EBITDA of any related Person, property, business or Fraudulent Transfer Laws and after giving effect as assets to the extent not so acquired), to value (as determined under the extent not subsequently sold, transferred or otherwise disposed by applicable provisions of the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”Fraudulent Transfer Laws) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachrights to subrogation, a “Converted Restricted Subsidiary”)contribution, based on the actual Acquired EBITDA reimbursement, indemnity or similar rights of such Acquired Entity Guarantor pursuant to (i) applicable law or Business (ii) any agreement providing for an equitable allocation among such Guarantor and other Affiliates of Rayonier of obligations arising under Guarantees by such parties. Each Guarantor further agrees that the Rayonier Obligations may be extended or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior renewed, in whole or in part, without notice to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratioor further assent from it, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity that it will remain bound upon its guarantee notwithstanding any extension or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA renewal of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateRayonier Obligation.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (Aa) the Acquired EBITDA of any Person, property, business or asset acquired The payment by the Borrower Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity and the Affiliates of the Reporting Entity (other than the Company) that (i) are obligors under the Bank Credit Agreement or a Material Credit Facility or (ii) guarantee the obligations of the obligors under the Bank Credit Agreement or such Material Credit Facility (together with any additional Affiliate who delivers a guaranty pursuant to Section 9.7, the “Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “Affiliate Guaranty”). (b) Any instruments, documents and agreements pursuant to which the Reporting Entity or any Restricted Subsidiary during such period agrees to grant Liens in favor of a collateral agent (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or BusinessCollateral Agent”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes benefit of the definition holders of Notes are hereinafter referred to as the “Collateral Documents”. The Collateral Documents and the Affiliate Guaranties are hereinafter collectively referred to as the “Security Documents.” (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the term “Permitted Acquisition,” compliance Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the covenant set forth in requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 7.11 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than the Reporting Entity) under the Affiliate Guaranty and the calculation Liens of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment Collateral Documents in respect of each Acquired all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released, (ii) such Affiliate is no longer, if applicable, a borrower or issuer under any Material Credit Facility and (iii) no Default or Event of Default shall have occurred and then be continuing or result therefrom (or should any Default or Event of Default then exist or result, at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or Business equal to the amount of the Pro Forma Adjustment any Affiliate shall again become obligated under or with respect to such Acquired the previously discharged Affiliate Guaranty or Material Credit Facility, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions of the relevant Material Credit Facility, then the Lien granted by the Reporting Entity or Business for its Subsidiaries under a Collateral Document or the obligations of such period (including Affiliate under the portion Affiliate Guaranty, as the case may be, shall be reinstated and any release thereof occurring prior previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of the Notes on an equal and pro rata basis. Any release by the holders of the Notes under this Section 2.2(e) shall be deemed to such acquisition) as specified in a certificate executed by a Responsible Officer have occurred concurrently with the release and delivered discharge under the Material Credit Facilities. Further, any reinstatement of an Affiliate Guaranty or Lien pursuant to the Lenders terms hereof shall comply with the terms of Sections 9.7 and 9.8 hereof. The Reporting Entity shall promptly notify the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period holders of the Disposed EBITDA Notes of any Person, property, business or asset (other than release of an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due Affiliate Guaranty pursuant to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”this Section 2.2(e) and the Disposed EBITDA shall deliver evidence of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each release or discharge of a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity guaranty or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, Lien in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datecustomary form.

Guarantees. There (a) Each Guarantor hereby, jointly and severally, fully, absolutely, unconditionally and irrevocably guarantees, to each holder of a Debt Security, and to the Indenture Trustee in its individual capacity and on behalf of each Debtholder, the punctual payment and performance when due of all Indenture Obligations which, for purposes of its Guarantee, shall also be included deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of counsel) arising out of or incurred by the Indenture Trustee or the Debtholders in determining Consolidated EBITDA for any period, without duplication, (A) connection with the Acquired EBITDA enforcement of any PersonGuarantee and agrees to indemnify and hold harmless each Debtholder and the Indenture Trustee from all losses, propertydamages, business costs, expenses and liabilities suffered or asset acquired incurred by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) Debtholders and the Acquired EBITDA of Indenture Trustee resulting or arising from or relating to any Unrestricted Subsidiary failure by Baytex to unconditionally and irrevocably pay in full or fully perform the Indenture Obligations as and when due provided that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of such indemnification shall not exceed the Pro Forma Adjustment with respect amount of such Indenture Obligations as described in the preceding sentence. Without limiting the generality of the foregoing, each Guarantor's liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by Baytex to such Acquired Entity Debtholder or Business the Indenture Trustee under the Debt Securities or this Indenture but for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject unenforceable, reduced, limited, suspended or not allowable due to an agreement the existence of a bankruptcy, reorganization or similar proceeding involving Baytex. (b) Each Guarantor and, by its acceptance hereof, each Debtholder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to dispose its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Fraudulent Conveyances Act (Alberta) or other Canadian or United States federal, provincial or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Debtholders and each Guarantor hereby irrevocably agree that the obligations of such operations, only when and Guarantor under its Guarantee shall be limited to the extent maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such operations are actually disposed of) Guarantor and after giving effect to any collections from or payments made by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA on behalf of any Restricted Subsidiary other Guarantor in respect of the obligations of such other Guarantor under its Guarantee or pursuant to paragraph (c) of this Section 13.2, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any such federal, provincial or state law. (c) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is converted into an Unrestricted Subsidiary during made by any Guarantor (a "Funding Guarantor") under its Guarantee, such period Funding Guarantor shall be entitled to a contribution from each other Guarantor (each if any) in a “Converted Unrestricted Subsidiary”), pro rata amount based on the actual Disposed EBITDA Adjusted Net Assets of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period each Guarantor (including the portion thereof occurring prior to such saleFunding Guarantor) for all payments, transfer damages and expenses incurred by the Funding Guarantor in discharging the Indenture Obligations of Baytex or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period other Guarantor's obligations with respect to its Guarantee. "Adjusted Net Assets" of such Guarantor at any acquisitionsdate shall mean the lesser of: (i) the amount by which the fair value of the property of such Guarantor exceeds the total amount of liabilities, dispositions including, without limitation, contingent liabilities (after giving effect to all other fixed and contingent liabilities incurred or conversions occurring assumed on such date), but excluding liabilities under the Guarantee of such Guarantor at such date; and (ii) the amount by which the present fair saleable value of the assets of such Guarantor at such date exceeds the amount that shall be required to pay the probable liability of such Guarantor on its debts (after giving effect to all other fixed and contingent liabilities incurred or assumed on such date), excluding debt in respect of the Closing DateGuarantee, as they become absolute and matured.

Guarantees. There (a) Subject to the provisions of this Article 12, each Guarantor, jointly and severally, hereby irrevocably and unconditionally guarantees to each Holder of Securities and to the Trustee on behalf of the Holders (i) the due and punctual payment of principal of, premium, if any, and interest in full on each Security when and as the same shall be included in determining Consolidated EBITDA for any periodbecome due and payable whether at Stated Maturity, without duplicationby declaration of acceleration or otherwise, (Aii) the Acquired EBITDA due and punctual payment of any Personinterest on the overdue principal of, propertypremium, business or asset acquired by if any, and interest in full on the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)Securities, to the extent not subsequently soldpermitted by law, transferred and (iii) the due and punctual performance of all other Obligations of the Company and the other Guarantors to the Holders or otherwise disposed the Trustee, including without limitation the payment of fees, expenses, indemnification or other amounts, all in accordance with the terms of the Securities and this Indenture. In case of the failure of the Company punctually to make any such principal or interest payment or the failure of the Company or any other Guarantor to perform any such other Obligation, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at Stated Maturity, by declaration of acceleration or otherwise, and as if such payment were made by the Borrower Company and to perform any such other Obligation of the Company immediately. Each Guarantor hereby further agrees to pay any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired the Holders in enforcing any rights under these Guarantees. The Guarantees under this Article 12 are guarantees of payment and not subsequently so disposed of, an “Acquired Entity or Business”of collection. (b) Each of the Company and the Acquired EBITDA Guarantors hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company or any Unrestricted Subsidiary other Guarantor, any right to require a proceeding first against the Company or any other Guarantor, protest or notice with respect to the Securities or the indebtedness evidenced thereby and all demands whatsoever, and covenants that is converted into a Restricted Subsidiary during such period these Guarantees will not be discharged except by complete performance of the Obligations contained in the Securities and in this Indenture, or as otherwise specifically provided therein and herein. (c) Each Guarantor hereby waives and relinquishes: (i) any right to require the Trustee, the Holders or the Company (each, a “Converted Restricted Subsidiary”"Benefited Party") to proceed against the Company, the Subsidiaries of the Company or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantors; (ii) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (iii) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries of the Company, any Benefited Party, any creditor of the Guarantors, the Company or the Subsidiaries of the Company or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (iv) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (v) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (vi) any defense arising because of a Benefited Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Law; and (vii) any defense based on any borrowing or grant of a security interest under Section 364 of the actual Acquired EBITDA of Bankruptcy Law. (d) Each Guarantor further agrees that, as between such Acquired Entity or Business or Converted Restricted Subsidiary for such period Guarantor, on the one hand, and Holders and the Trustee, on the other hand, (including the portion thereof occurring prior to such acquisition) and (Bi) for the purposes of the definition relevant Guarantee, the maturity of the term “Permitted Acquisition,” compliance with the covenant set forth Obligations Guaranteed by such Guarantee may be accelerated as provided in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioArticle 5, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity or Business equal to the amount of Obligations guaranteed thereby, and (ii) in the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA event of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose acceleration of such operations, only when Obligations (whether or not due and to the extent payable) such operations are actually disposed of) Obligations shall forthwith become due and payable by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, Guarantor for purposes of determining Consolidated EBITDA under this Agreement for such Guarantee. (e) The Guarantees shall continue to be effective or shall be reinstated, as the case may be, if at any period that includes time any payment, or any part thereof, of principal of, premium, if any, or interest on any of the fiscal quarters ended on March 31Securities is rescinded or must otherwise be returned by the Holders or the Trustee upon the insolvency, 2016bankruptcy or reorganization of the Company or any of the Guarantors, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for all as though such fiscal quarters payment had not been made. (f) Each Guarantor shall be $124 millionsubrogated to all rights of the Holders against the Company in respect of any amounts paid by such Guarantor pursuant to the provisions of the Guarantees or this Indenture; provided, $128 millionhowever, $150 million that a Guarantor shall not be entitled to enforce or to receive any payments until the principal of, premium, if any, and $148 million, respectively, interest on all Securities issued hereunder shall have been paid in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datefull.

Guarantees. There Subject to the provisions of this Article 12, each Guarantor, jointly and severally, hereby irrevocably and unconditionally guarantees (each a "Guarantee"), on a senior basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that (a) the principal of, premium, if any, and interest and Additional Interest, if any, on the Notes shall be included duly and punctually paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at maturity, by acceleration or otherwise, and interest on overdue principal, and premium, if any, and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent permitted by law) interest on any interest, if any, on the Notes and all other Obligations of the Company to the Holders or the Trustee hereunder or under the Notes or under the Collateral Documents (including fees, expenses or other Obligations) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise (collectively, the "Guarantee Obligations"). Failing payment when due of any Guarantee Obligation or failing performance of any other Obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or to cause the performance of, the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Trustee or the Holders to accelerate the Guarantee Obligations of each Guarantor hereunder in the same manner and to the same extent as the Company Obligations. Each Guarantor hereby agrees that its Guarantee Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any thereof, the entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives and relinquishes (a) any right to require the Trustee, the Holders or the Company (each, a "Benefited Party") to proceed against the Company, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefited Party at any time or to pursue any other remedy in any secured party's power before proceeding against such Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefited Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not so acquired)limited to notice of the existence, creation or incurring of any new or additional Indebtedness or Obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries, any Benefited Party, any creditor of the Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any Obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefited Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the Obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefited Party's election in any proceeding instituted under the Bankruptcy Law of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that the Guarantees shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture, the Collateral Documents or as provided in Section 8.01. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or the Guarantors, or any trustee or similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or the Guarantors to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such Obligations. Each Guarantor agrees that, transferred or otherwise disposed by as between it, on the Borrower or such Restricted Subsidiary during such period (each such Personone hand, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiohereof, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Guarantee Obligations, and (y) in the event of any acceleration of such Obligations as provided in Article 6 hereof, such Guarantee Obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by such Guarantor for the amount purpose of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There shall be included in determining Consolidated EBITDA (a) Each Guarantor, jointly and severally, hereby unconditionally and irrevocably guarantees to the Administrative Agent, for any periodthe ratable benefit of the Lenders and their respective successors, without duplicationindorsees, (A) transferees and assigns, the Acquired EBITDA of any Person, property, business or asset acquired prompt and complete payment and performance by the Borrower as and when due (whether at the stated maturity, by acceleration or otherwise) of the Obligations. (b) This Guarantee shall remain in full force and effect until the Obligations are paid in full. (c) Each Guarantor agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Restricted Subsidiary during Lender on account of its liability hereunder, it will notify the Administrative Agent and such period Lender in writing that such payment is made under this Guarantee for such purpose. (but not d) Anything herein or in any other Credit Document to the Acquired EBITDA contrary notwithstanding, the maximum liability of each Guarantor hereunder and under the other Credit Documents shall in no event exceed the amount which can be guaranteed by such Guarantor under applicable federal and state laws relating to the insolvency of debtors. (e) No payment or payments made by the Borrower, either of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative Agent or any Lender from the Borrower, either of the Guarantors, any other guarantor or any other Person by virtue of any related Personaction or proceeding or any setoff or appropriation or payment of the Obligations shall be deemed to modify, propertyreduce, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred release or otherwise disposed by affect the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA liability of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during Guarantor hereunder who shall, notwithstanding any such period payment or payments (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of other than payments made by such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment Guarantor in respect of each Acquired Entity the Obligations or Business equal payments received or collected from such Guarantor in respect of the Obligations), remain liable for the Obligations, up to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose maximum liability of such operations, only when and to Guarantor hereunder until the extent such operations Obligations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, paid in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datefull.

Guarantees. There Article 15 of the Indenture shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets apply to the extent not so acquired)Notes. In addition, from and after the Issue Date, the Issuer or the General Partner, as applicable, shall cause any Subsidiary of the Issuer or the General Partner that guarantees payment of more than $35,000,000 of the Issuer’s indebtedness for money borrowed or more than $35,000,000 of the indebtedness for money borrowed of the Issuer’s or the General Partner’s other Subsidiaries to execute and deliver to the extent not subsequently soldTrustee a supplemental indenture pursuant to which such Subsidiary shall guarantee payment of the Notes, transferred whereupon such Subsidiary shall become a Guarantor for all purposes under the Indenture. The Issuer or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (General Partner, as applicable, shall cause each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into required to become a Restricted Subsidiary during such period (each, Guarantor pursuant to the immediately preceding sentence to promptly execute and deliver to the Trustee a “Converted Restricted Subsidiary”), based on supplemental indenture substantially in the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant form set forth in Section 7.11 Exhibit B to this Supplemental Indenture, or otherwise in form and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal substance reasonably satisfactory to the amount of Trustee, evidencing its Guarantee on substantially the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment terms set forth in Article 15 of the immediately preceding paragraph for any four-quarter period Indenture. Concurrently therewith, the Issuer or the General Partner, as applicable, shall deliver to the Trustee an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to applicable bankruptcy, insolvency, fraudulent transfer, fraudulent conveyance, reorganization, moratorium and other laws now or hereafter in effect affecting creditors’ rights or remedies generally and to general principles of equity (including standards of materiality, good faith, fair dealing and reasonableness), whether considered in a proceeding at law or at equity, such supplemental indenture is a valid and binding agreement of such subsidiary, enforceable against such subsidiary in accordance with respect to any acquisitions, dispositions or conversions occurring after the Closing Dateits terms.

Guarantees. There shall be included in determining Consolidated EBITDA for any period(a) Subject to this Article Four, without duplicationeach of the Guarantors hereby, (A) the Acquired EBITDA of any Personjointly and severally, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period unconditionally guarantees (each, a “Converted Restricted SubsidiaryGuarantee”)) to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, based irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (1) the principal of, premium, if any, on, and interest on the actual Acquired EBITDA Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium on, if any, and interest on, the Notes, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) in case of any extension of time of payment or renewal of any Notes or any of such Acquired Entity other obligations, that same will be promptly paid in full when due or Business performed in accordance with the terms of the extension or Converted Restricted Subsidiary renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee will not be discharged except by complete performance of the obligations contained in the Notes and this Indenture. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such period Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (including d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the portion thereof occurring prior to such acquisitionHolders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (1) and (B) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.2 of the Base Indenture for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity or Business equal to the amount obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Section 6.2 of the Pro Forma Adjustment with respect Base Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors will have the right to such Acquired Entity or Business for such period (including seek contribution from any non-paying Guarantor so long as the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose exercise of such operations, only when and to right does not impair the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any rights of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in Holders under the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There Subject to this Article 10, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees, on an unsecured basis, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Securities shall be included promptly paid in determining Consolidated EBITDA full when due, whether at maturity, by acceleration, redemption, repurchase or otherwise, and interest on the overdue principal of and interest on the Securities, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder, including for any periodexpenses, without duplicationindemnification or otherwise, shall be promptly paid in full, all in accordance with the terms hereof and thereof; and (Ab) the Acquired EBITDA in case of any Personextension of time of payment or renewal of any Securities or any of such other obligations, propertythe same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, business whether at stated maturity, by acceleration or asset acquired otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (c) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the obligations of the Company hereunder and under the Securities). Each Guarantor hereby waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that each Guarantee shall not be discharged except by full payment of the obligations contained in the Securities and this Indenture or by release in accordance with the provisions of this Indenture. (d) Each Guarantor also agrees to pay any and all reasonable and documented costs and expenses (including reasonable and documented attorneys’ fees and expenses) incurred by the Borrower Trustee or any Restricted Subsidiary during such period Holder in enforcing any rights under this Section 10.1. (but not e) If any Holder or the Acquired EBITDA of Trustee is required by any related Person, property, business court or assets otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors any amount paid either to such Holder or the Trustee, then each Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. (f) Until terminated in accordance with Section 10.6 hereof, each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Section 5.1 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioeach Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Section 5.1 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of each Acquired Entity Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (g) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or Business equal against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a Receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Pro Forma Adjustment Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof is rescinded, reduced, restored or returned, the Securities shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (h) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (i) The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with respect all existing and future senior indebtedness of such Guarantor, if any. (j) Each payment to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed be made by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There Guarantor in respect of its Guarantee shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA made without setoff, counterclaim, reduction or diminution of any Person, property, business kind or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datenature.

Guarantees. There Each of the Guarantors hereby, jointly and severally, unconditionally guarantees, to each Noteholder, irrespective of the validity and enforceability of this Agreement, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and premium and interest on the Notes shall be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of (Aand any premium) and interest on the Acquired EBITDA Notes, if any, if lawful, and all other obligations of the Company to the Noteholders hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any Personextension of time of payment or renewal of any Notes or any of such other obligations, propertythat the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, business subject to any applicable grace period, whether at Stated Maturity, by acceleration or asset acquired otherwise. Failing payment when due, subject to any applicable grace period, of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Agreement, the absence of any action to enforce the same, any waiver or consent by any Noteholder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that, subject to Section 13.04, this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Agreement. If any Noteholder is required by any court or otherwise to return to the Company or Guarantors, or any Custodian, trustee, liquidator or other similar official acting in relation to either the Company or Guarantors, any amount paid by the Borrower Company or any Restricted Subsidiary during the Guarantor to such period (but not the Acquired EBITDA of any related PersonNoteholder, property, business or assets to the extent not so acquired)this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect as to such amount only. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Noteholders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachNoteholders, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the Maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Section 11 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby and (b) in the event of any declaration of acceleration of such obligations as provided in Section 11, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Noteholders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantees.

Guarantees. There Subject to this Article X, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary during such period (but Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Notes and this Indenture or pursuant to Section 10.04. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There shall Subject to this Article 11, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees, on a senior unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of, premium, if any (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) and interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee will not subsequently sold, transferred be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise disposed to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Borrower Trustee or such Restricted Subsidiary during such period (each such PersonHolder, propertythe Guarantees, business or asset acquired to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently so disposed ofbe entitled to, an “Acquired Entity or Business”) and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 7 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 7 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantees.

Guarantees. There Subject to the provisions of this Article 10, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the other Obligations of the Issuers hereunder or thereunder, that the principal of, premium and interest on the Notes shall be included promptly paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at the maturity or interest payment or mandatory redemption date, (A) by acceleration, redemption or otherwise, and interest on the Acquired EBITDA of any Personoverdue principal of, propertypremium and interest on the Notes, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)if any, to the extent lawful and all other Obligations of the Issuers to the Holders or the Trustee under this Indenture and the Notes shall be promptly paid in full, all in accordance with the terms of this Indenture and the Notes. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be jointly and severally obligated to pay the same immediately. The Subsidiary Guarantors hereby agree that to the fullest extent permitted by applicable law, their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any provisions of this Indenture and the Notes, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Subsidiary Guarantor. To the fullest extent permitted by applicable law, each Subsidiary Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers, protest, notice and all demands whatsoever and covenants that its Guarantee shall not subsequently sold, transferred be discharged except by complete performance of the obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise disposed to return to the Issuers or Subsidiary Guarantors, or any custodian, trustee, liquidator or other similar official acting in relation to either the Issuers or Subsidiary Guarantors, any amount paid by any of them to the Borrower Trustee or such Restricted Holder, these Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary during such period (each such PersonGuarantor agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby until payment in full of all Obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, propertyas between the Subsidiary Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothese Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of these Guarantees. The Subsidiary Guarantors shall have the right to seek contribution from any non-paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA Holders under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datethese Guarantees.

Guarantees. There (a) The Borrower shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Rationot, and the Consolidated Interest Coverage Ratioshall procure that no other Group Company shall, an adjustment issue or allow to remain outstanding any guarantees in respect of each Acquired Entity any liability or Business equal to obligation of any person save for: (i) with the amount prior written consent of the Pro Forma Adjustment Bank; or (ii) guarantees issued in the ordinary course of trade by any Group Company: (1) under any Guarantee Agreement; (2) under any negotiable instruments; (3) in connection with respect any performance bond; (4) in connection with the renting of premises in the ordinary course of business; (5) in connection with any Permitted Indebtedness; or (6) issued by one Obligor to such Acquired Entity or Business for such period another Obligor. (including the portion thereof occurring prior to such acquisitionb) The Borrower shall procure that, as specified soon as any Group Company becomes a Material Subsidiary (as identified in a certificate executed by a Responsible Officer and any accounts delivered to the Lenders Bank from time to time pursuant to Paragraph 2 (Information concerning the Borrower) of Schedule I (Information and Visits)), that Group Company shall promptly notify the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period Bank and on the Disposed EBITDA of any Person, property, business or asset Bank’s request enter into a Guarantee Agreement and provide the Bank with (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due subject to the fact that they are subject conditions precedent to an agreement be fulfilled for Cellectis, Inc. and Cellectis Biologics, Inc. pursuant to dispose Schedule F (Conditions Precedent)): (i) a certified copy of the resolution of the competent body (management board, supervisory board, board of directors and/or general meeting of shareholders) of such operationsMaterial Subsidiary duly authorising the execution of such Guarantee Agreement and duly authorising the person or persons signing such Guarantee Agreement on behalf of such Material Subsidiary together with the specimen signature of each such person or persons; (ii) evidence that such Material Subsidiary has obtained all necessary Authorisations required in connection with such Guarantee Agreement and, only when and where applicable, any accession deed in respect of such Guarantee Agreement; and (iii) a legal opinion of a reputable law firm in the jurisdiction of incorporation of such Material Subsidiary, addressed to the extent Bank on the valid existence of such operations are actually disposed of) by Material Subsidiary, the authority and capacity of such Material Subsidiary to enter into the Guarantee Agreement and on the due execution and choice of law of the Guarantee Agreement and on the validity and enforceability of said guarantee under the Guarantee Agreement, each in form and substance satisfactory to the Bank and subject always to the applicable general statutory limitations, corporate benefit, thin capitalisation rules or similar principles which may require under mandatory law in the jurisdiction of incorporation of such Material Subsidiary that the guarantee be limited in amount or scope provided that the Borrower shall use reasonable endeavours to mitigate or overcome any Restricted Subsidiary during such period (each impediment, provided further that in such Personcase, property, business or asset so sold or disposed of, the Bank may request the Borrower to grant a “Sold Entity or Business”) and pledge over 100% of the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA shares of such Sold Entity or Business or Converted Unrestricted Material Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes instead of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datea Guarantee Agreement.

Guarantees. There shall (a) Subject to this Article 13, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the obligations of the Company hereunder and thereunder, that: (a) the principal of and Special Interest, if any, on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at the Maturity Date, by acceleration, upon repurchase or otherwise, and interest, on the overdue principal of and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) any Special Interest on the Notes and all other payment or delivery obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Date, by acceleration, upon repurchase or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not subsequently soldbe discharged except by complete performance of the obligations contained in the Notes and this Indenture, transferred or pursuant to Section 13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. (d) If any Holder or the Trustee is required by any court or otherwise disposed to return to the Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Borrower Company or any Guarantor to the Trustee or such Restricted Subsidiary during such period Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby. (each such Persone) Each Guarantor further agrees that, propertyas between the Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Article 6 of this Indenture, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that Note is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under in accordance with this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateIndenture.

Guarantees. There shall Subject to this Article 10, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to each of the Collateral Agent and the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of, premium, if any (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) and interest on the Notes, and all other payment Obligations of the Issuers to the Holders, the Collateral Agent or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Notes Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Notes Guarantee will not subsequently soldbe discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, transferred the Collateral Agent or the Trustee is required by any court or otherwise disposed to return to an Issuer, the Guarantors, or any Custodian, the Collateral Agent, the Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Borrower Collateral Agent, the Trustee or such Restricted Subsidiary during such period (each such PersonHolder, propertythe Notes Guarantees, business or asset acquired to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently so disposed ofbe entitled to, an “Acquired Entity or Business”) and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders the Collateral Agent and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Notes Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateNotes Guarantees.

Guarantees. There Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (a) the principal of and premium, if any, and interest, if any, on the Notes shall be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, if any, if lawful, and all other obligations of the Issuer to the Holders, the Trustee or the Collateral Agent hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (Ab) the Acquired EBITDA in case of any Person, property, business extension of time of payment or asset acquired by the Borrower renewal of any Notes or any Restricted Subsidiary during of such period (but not other obligations, that the Acquired EBITDA same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Issuer fails to make payment when due, subject to any applicable grace period, of any related Personamount so Guaranteed or any performance so Guaranteed for whatever reason, propertythe Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, business irrespective of the validity, regularity or assets enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer or another Guarantor, protest, notice and all demands whatsoever and covenant that the Note Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder, the Trustee or the Collateral Agent is required by any court or otherwise to return to the extent not so acquired)Issuer or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid to the Trustee, the Collateral Agent or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders, a “Converted Restricted Subsidiary”)the Trustee and the Collateral Agent, based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioNote Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by the amount Guarantors for the purpose of the Pro Forma Adjustment with respect Note Guarantees. The Guarantors shall have the right to such Acquired Entity or Business for such period (including seek contribution from any non-paying Guarantor so long as the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose exercise of such operations, only when and to right does not impair the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any rights of the fiscal quarters ended on March 31Trustee, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions Collateral Agent or conversions occurring after the Closing DateHolders under the Note Guarantees.

Guarantees. There (a) Each Guarantor hereby, jointly and severally, fully, absolutely, unconditionally and irrevocably guarantees, to each holder of a Debt Security, and to the Indenture Trustee in its individual capacity and on behalf of each Debtholder, the punctual payment and performance when due of all Indenture Obligations which, for purposes of its Guarantee, shall also be included deemed to include all commissions, fees, charges, costs and other expenses (including reasonable legal fees and disbursements of counsel) arising out of or incurred by the Indenture Trustee or the Debtholders in determining Consolidated EBITDA for any period, without duplication, (A) connection with the Acquired EBITDA enforcement of any PersonGuarantee and agrees to indemnify and hold harmless each Debtholder and the Indenture Trustee from all losses, propertydamages, business costs, expenses and liabilities suffered or asset acquired incurred by the Borrower Debtholders and the Indenture Trustee resulting or arising from or relating to any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed failure by the Borrower Trust to unconditionally and irrevocably pay in full or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired fully perform the Indenture Obligations as and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary when due provided that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of such indemnification shall not exceed the Pro Forma Adjustment with respect amount of such Indenture Obligations as described in the preceding sentence. Without limiting the generality of the foregoing, each Guarantor’s liability shall extend to all amounts that constitute part of the Indenture Obligations and would be owed by the Trust to such Acquired Entity Debtholder or Business the Indenture Trustee under the Debt Securities or this Indenture but for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject unenforceable, reduced, limited, suspended or not allowable due to an agreement the existence of a bankruptcy, reorganization or similar proceeding involving the Trust. (b) Each Guarantor and, by its acceptance hereof, each Debtholder hereby confirms that it is the intention of all such parties that the guarantee by such Guarantor pursuant to dispose its Guarantee not constitute a fraudulent transfer or conveyance for purposes of any Bankruptcy Law, the Fraudulent Conveyances Act (Alberta) or other Canadian or United States federal, provincial or state law or the provisions of its local law relating to fraudulent transfer or conveyance. To effectuate the foregoing intention, the Debtholders and each Guarantor hereby irrevocably agree that the obligations of such operations, only when and Guarantor under its Guarantee shall be limited to the extent maximum amount as shall, after giving effect to all other contingent and fixed liabilities of such operations are actually disposed ofGuarantor 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 Guarantee or pursuant to paragraph (c) of this Section 14.2, result in the obligations of such Guarantor under its Guarantee not constituting a fraudulent conveyance or fraudulent transfer under any such federal, provincial or state law. (c) In order to provide for just and equitable contribution among the Guarantors, the Guarantors agree, inter se, that in the event any payment or distribution is made by the Borrower or any Restricted Subsidiary during such period Guarantor (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or BusinessFunding Guarantor”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during under its Guarantee, such period Funding Guarantor shall be entitled to a contribution from each other Guarantor (each if any) in a “Converted Unrestricted Subsidiary”), pro rata amount based on the actual Disposed EBITDA Adjusted Net Assets of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period each Guarantor (including the portion thereof occurring prior to such saleFunding Guarantor) for all payments, transfer or disposition). Notwithstanding anything to damages and expenses incurred by the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any Funding Guarantor in discharging the Indenture Obligations of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to Trust or any adjustment set forth in the immediately preceding paragraph for any four-quarter period other Guarantor’s obligations with respect to its Guarantee. “Adjusted Net Assets” of such Guarantor at any acquisitions, dispositions or conversions occurring after date shall mean the Closing Date.lesser of:

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets SECTION 1201. Guarantee. Subject to the extent not so acquired)this Article Twelve, to the extent provided pursuant to Section 301 hereof, the Guarantor hereby fully and unconditionally, guarantees to each Holder and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of, this Indenture, the Securities or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on the Securities shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Securities, if lawful (subject in all cases to any applicable grace period provided herein), and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantor shall be obligated to pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not subsequently solda guarantee of collection. The Guarantor hereby agrees that, transferred to the maximum extent permitted under applicable law, its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of the Guarantor. Subject to Section 507, the Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities and this Indenture. If any Holder or the Trustee is required by any court or otherwise disposed to return to the Company, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Guarantor, any amount paid by any of them to the Borrower Trustee or such Restricted Subsidiary during such period (each such PersonHolder, propertythis Guarantee, business or asset acquired to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not subsequently so disposed ofbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor further agrees that, an “Acquired Entity or Business”) as between the Guarantor, on the one hand, and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (i) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity or Business equal to the amount of obligations guaranteed hereby, and (ii) in the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA event of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed declaration of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose acceleration of such operationsobligations as provided in Article Five hereof, only when such obligations (whether or not due and to the extent such operations are actually disposed ofpayable) shall forthwith become due and payable by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and Guarantor for the Disposed EBITDA purpose of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There (a) For value received, each Guarantor, fully and unconditionally, jointly and severally with each other Guarantor and each other Person which may become a Guarantor hereunder, guarantees the Notes and Obligations of the Issuers hereunder and thereunder, and guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and Notes Collateral Agent, that: (i) the principal of and premium, if any, and interest, if any, on the Notes shall be included paid in determining Consolidated EBITDA full when due, whether at Stated Maturity, by acceleration, call for redemption or otherwise, together with interest on the overdue principal, if any, and interest on any periodoverdue interest, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)if any, to the extent lawful, and all other Obligations of the Issuers to the Holders, Notes Collateral Agent or the Trustee under this Indenture, the Security Documents or the Notes shall be paid in full or performed, all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or of any such other obligations, the same shall be paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Each of the Guarantees shall be a guarantee of payment and not subsequently soldof collection. (b) Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, transferred irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. (c) Each Guarantor hereby waives the benefits of diligence, presentment, demand for payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers or any other Person, protest, notice and all demands whatsoever and covenants that the Guarantee of such Guarantor shall not be discharged as to any Note or this Indenture except by complete performance of the Obligations contained in such Note and this Indenture and such Guarantee. Each of the Guarantors hereby agrees that, in the event of a Default in payment of principal or premium, if any, or interest on any Note, whether at its Stated Maturity, by acceleration, call for redemption, purchase or otherwise, legal proceedings may be instituted by the Trustee on behalf of, or by, the Holder of such Note, subject to the terms and conditions set forth in this Indenture, directly against each of the Guarantors to enforce each such Guarantor’s Guarantee without first proceeding against the Issuers or any other Guarantor. Each Guarantor agrees that if, after the occurrence and during the continuance of an Event of Default, the Trustee, the Notes Collateral Agent or any of the Holders are prevented by applicable law from exercising their respective rights to accelerate the maturity of the Notes, to collect interest on the Notes, or to enforce or exercise any other right or remedy with respect to the Notes, such Guarantor shall pay to the Trustee for the account of the Holders, upon demand therefor, the amount that would otherwise have been due and payable had such rights and remedies been permitted to be exercised by the Trustee, the Notes Collateral Agent or any of the Holders and any other amounts due and owing to the Trustee under this Indenture. (d) If any Holder, the Notes Collateral Agent or the Trustee is required by any court or otherwise disposed to return to the Issuers or any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuers or any Guarantor, any amount paid by any of them to the Trustee, the Notes Collateral Agent or such Holder, the Guarantee of each of the Guarantors, to the extent theretofore discharged, shall be reinstated in full force and effect. This Section 11.1(d) shall remain effective notwithstanding any contrary action which may be taken by the Borrower Trustee, the Notes Collateral Agent or any Holder in reliance upon such Restricted Subsidiary during such period amount required to be returned. This Section 11.1(d) shall survive the termination of this Indenture. (e) Each Guarantor further agrees that, as between each such PersonGuarantor, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders, a “Converted Restricted Subsidiary”)the Notes Collateral Agent and the Trustee, based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the definition Guarantee of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiosuch Guarantor, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of the Obligations guaranteed hereby, and (y) in the event of any acceleration of such Obligations as provided in Article VI, such Obligations (whether or not due and payable) shall forthwith become due and payable by each Acquired Entity or Business equal Guarantor for the purpose of the Guarantee of such Guarantor. (f) Each Guarantor that makes a payment for distribution under its Guarantee is entitled upon payment in full of all guaranteed Obligations under this Indenture to the seek contribution from each other Guarantor in a pro rata amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), payment based on the actual Disposed EBITDA respective net assets of all the Guarantors at the time of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, payment in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period accordance with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGAAP.

Guarantees. There shall Subject to this Article 10, each of the Guarantors hereby, jointly and severally, fully and unconditionally guarantees, on a senior secured basis, to each Holder of a Note authenticated and delivered by the Trustee and to each of the Collateral Agent and the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuer hereunder and thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of, premium, if any (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) and interest on the Notes, and all other payment Obligations of the Issuer to the Holders, the Collateral Agent or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Notes Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Notes Guarantee will not subsequently soldbe discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder, transferred the Collateral Agent or the Trustee is required by any court or otherwise disposed to return to the Issuer, the Guarantors, or any Custodian, the Collateral Agent, the Trustee or other similar official acting in relation to any of the Issuer or the Guarantors, any amount paid by the Borrower Issuer or any Guarantor to the Collateral Agent, the Trustee or such Restricted Subsidiary during such period (each such PersonHolder, propertythe Notes Guarantees, business or asset acquired to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently so disposed ofbe entitled to, an “Acquired Entity or Business”) and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders the Collateral Agent and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Notes Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Notes Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateNotes Guarantees.

Guarantees. There shall Subject to the provisions of this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes and the Obligations of the Company hereunder and thereunder, that: (a) the principal of, premium, if any, interest and Liquidated Damages, if any, on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal, premium, if any (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent permitted by law), interest on any interest, if any, and Liquidated Damages, if any, on the Notes, and all other payment Obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration, redemption or otherwise. Failing payment when so due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the Obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. Subject to the provisions of this Article 11, the Guarantors hereby agree that their Obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee will not so acquired)be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors, or any Note Custodian, Trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to, transferred or otherwise disposed by and hereby waives, any right of subrogation in relation to the Borrower or such Restricted Subsidiary during such period (each such PersonHolders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, propertyas between the Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity or Business equal to the amount of Obligations guaranteed hereby, and (y) in the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA event of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed declaration of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose acceleration of such operationsObligations as provided in Article 6 hereof, only when such Obligations (whether or not due and to the extent such operations are actually disposed ofpayable) shall forthwith become due and payable by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and Guarantors for the Disposed EBITDA purpose of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There shall (a) Subject to this Article 13, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the obligations of the Company hereunder and thereunder, that: (a) the principal of and interest on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at the Maturity Date, by acceleration, upon repurchase or otherwise, and interest on the overdue principal of and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) interest on the Notes, and all other payment obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Date, by acceleration, upon repurchase or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not subsequently soldbe discharged except by complete performance of the Obligations contained in the Notes and this Indenture, transferred or pursuant to Section 13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. (d) If any Holder or the Trustee is required by any court or otherwise disposed to return to the Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Borrower Company or any Guarantor to the Trustee or such Restricted Subsidiary during such period Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby. (each such Persone) Each Guarantor further agrees that, propertyas between the Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Article 6 of this Indenture, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that Note is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under in accordance with this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateIndenture.

Guarantees. There shall be included in determining Consolidated EBITDA for any period(a) Subject to this Article 2, without duplicationeach of the Guarantors hereby, (A) the Acquired EBITDA jointly and severally, unconditionally guarantees to each Holder of any Person, property, business or asset acquired a Note authenticated and delivered by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when Trustee and to the extent such operations are actually disposed Trustee and its successors and assigns, irrespective of the validity and enforceability of the Indenture, this Agreement, the Notes or the obligations of the Company thereunder, that: (1) the principal of, premium and Liquidated Damages, if any, and interest on, the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (2) by the Borrower in case of any extension of time of payment or renewal of any Notes or any Restricted Subsidiary during of such period (each such Personother obligations, propertythat same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, business whether at stated maturity, by acceleration or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA otherwise. Failing payment of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity amount so guaranteed or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectivelyperformance so guaranteed when due, in each case, as may for whatever reason, the Guarantors will be subject jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes, the Indenture or this Agreement, the absence of any adjustment set forth in action to enforce the immediately preceding paragraph for same, any four-quarter period waiver or consent by any Holder of the Notes with respect to any acquisitionsprovisions hereof or thereof, dispositions the recovery of any judgment against the Company, any action to enforce the same or conversions occurring after any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the Closing Dateevent of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Note Guarantee will not be discharged except by complete performance of the obligations contained in the Notes, the Indenture and this Agreement. (c) If any Holder or the Trustee is required by any court or otherwise to return to the Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Note Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, (1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 of the Indenture for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6 of the Indenture, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. Each Guarantor that makes a payment under this Note Guarantee will have the right to seek contribution from any non-paying Guarantor in an amount equal to such non-paying Guarantor’s pro-rata portion of such payment based on the respective net assets of all the Guarantors at the time of such payment determined in accordance with U.S. GAAP so long as the exercise of such right does not impair the rights of the Holders under this Note Guarantee.

Guarantees. There Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder authenticated and delivered by the Trustee and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuers hereunder or thereunder, that: (a) the principal of and premium, if any, and interest, including Additional Interest, if any, on the Notes shall be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, including Additional Interest, if any, if lawful, and all other obligations of the Issuers to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (Ab) the Acquired EBITDA in case of any Person, property, business extension of time of payment or asset acquired by the Borrower renewal of any Notes or any Restricted Subsidiary during of such period (but not other obligations, that the Acquired EBITDA same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. In the event the Issuers fail to make payment when due, subject to any applicable grace period, of any related Personamount so Guaranteed or any performance so Guaranteed for whatever reason, propertythe Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, business irrespective of the validity, regularity or assets enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuers or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than the payment in full of the amounts Guaranteed). Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuers, any right to require a proceeding first against the Issuers or another Guarantor, protest, notice and all demands whatsoever and covenant that the Note Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the extent not so acquired)Issuers or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioNote Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by the amount Guarantors for the purpose of the Pro Forma Adjustment with respect Note Guarantees. The Guarantors shall have the right to such Acquired Entity or Business for such period (including seek contribution from any non-paying Guarantor so long as the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose exercise of such operations, only when and to right does not impair the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any rights of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in Trustee or the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after Holders under the Closing DateNote Guarantees.

Guarantees. There shall be included Landlord unconditionally guarantees all work performed by or for Landlord in determining Consolidated EBITDA for any period, without duplication, (A) connection with the Acquired EBITDA Landlord's Improvements beginning as of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA date of any related Person, property, business or assets execution of this Lease and continuing to the extent not so acquireddate which is one (1) year after [other than punch list items described in Section 2(g)] the Commencement Date. At the expiration of the foregoing Warranty Period, Landlord shall assign to Tenant, and Tenant shall have the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed benefit of, an “Acquired Entity or Business”) any and the Acquired EBITDA all guarantees of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) workmanship and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment materials which Landlord may receive with respect to such Acquired Entity Landlord's Improvements. Landlord's Improvements shall be considered substantially completed at such time as the municipality having jurisdiction thereof issues a permanent certificate of occupancy (or, in the alternative, a temporary certificate of occupancy with conditions therein acceptable to Tenant in its reasonable discretion) permitting Tenant to occupy the Demised Premises and conduct its business operations therefrom, and Landlord's Improvements are completed except for punch list items, which shall be completed by Landlord in accordance with Section 2.(g); provided, however, ------------- the issuance of a certificate of occupancy shall not be a condition to payment of rent or Business commencement of the Initial Term if failure to secure such certificate or action is caused by the act or omission of Tenant. From and after the expiration of the Warranty Period, Landlord agrees to cooperate with Tenant in the enforcement by Tenant, at Tenant's sole cost and expense, of any express warranties or guarantees of workmanship or materials given by subcontractors, architects, draftsmen, or materialmen that guarantee or warrant against defective design, workmanship or materials for such a period (including of time in excess of the portion respective warranty periods. Save and except for the foregoing guarantees which Landlord shall be obligated to uphold, Tenant, upon commencement of the Initial Term, shall have and hold the Demised Premises as the same shall then be without any liability or obligation on the part of Landlord for making any alterations, improvements or repairs of any kind in or about the Demised Premises for the term of this Lease, or any extension or renewal thereof occurring prior and Tenant agrees to such acquisition) as specified maintain the Demised Premises and all parts thereof in a certificate executed by a Responsible Officer good and delivered to the Lenders sufficient state of repair and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Personas required under this Lease, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitionsthe items which are herein guaranteed by Landlord and which Landlord shall be required to repair, dispositions or conversions occurring after maintain, replace, improve and alter during the Closing Dateterms of such guaranty.

Guarantees. There shall (a) Subject to this Article 13, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the obligations of the Company hereunder and thereunder, that: (a) the principal of and interest on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at the Maturity Date, by acceleration, upon repurchase or otherwise, and interest, on the overdue principal of and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) interest on the Notes and all other payment or delivery obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Date, by acceleration, upon repurchase or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not subsequently soldbe discharged except by complete performance of the obligations contained in the Notes and this Indenture, transferred or pursuant to Section 13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs, fees, and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. (d) If any Holder or the Trustee is required by any court or otherwise disposed to return to the Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Borrower Company or any Guarantor to the Trustee or such Restricted Subsidiary during such period Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby. (each such Persone) Each Guarantor further agrees that, propertyas between the Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Article 6 of this Indenture, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that Note is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under in accordance with this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateIndenture.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, The Guarantor hereby unconditionally guarantees on a senior basis to the Holders from time to time (Aa) the Acquired EBITDA full and prompt payment of the principal of any PersonSecurity when and as the same shall become due, propertywhether at the stated maturity thereof, business by acceleration, redemption or asset acquired by otherwise, or in the Borrower or event of default in any Restricted Subsidiary during such period sinking fund payment, and (but not b) the Acquired EBITDA full and prompt payment of any related Personinterest on any Security when and as the same shall become due, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operationsany applicable grace period; provided that, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any the aggregate amount of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters obligations guaranteed under the Indenture by the Guarantor shall be $124 million, $128 million, $150 million and $148 million, respectively, limited in each case, as may be amount to the maximum amount that would render the Guarantor's obligations subject to avoidance under the applicable fraudulent conveyance provisions of the United States Bankruptcy Code or any adjustment set forth in comparable provision of any applicable state law. Each payment by the immediately preceding paragraph for any four-quarter period Guarantor with respect to any acquisitionsSecurity shall be paid in the currency or currencies specified for payments on such Security as contemplated by Section 2.3 and pursuant to this Indenture. Each and every default in the payment of the principal of and interest on any Security shall give rise to a separate cause of action hereunder, dispositions and separate suits may be brought hereunder as each cause of action arises. The Guarantee hereunder constitutes a guarantee of payment and not of collection. The obligations of the Guarantor hereunder with respect to a series of Securities shall be absolute and unconditional, irrespective of the validity, regularity or conversions occurring after enforceability of the Closing Date.Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor, and, subject to Section 9.3 and Article X, shall remain in full force and effect until the entire principal of and interest on the Securities of such series shall have been paid or provided for in accordance with the provisions of such series and of this Indenture, and such payment shall not be affected, modified or impaired upon the happening from time to time of any event, including without limitation any of the following, whether or not with notice to, or the consent of, the Guarantor: (a) the waiver, surrender, compromise, settlement, release or termination of any or all of the obligations, covenants or agreements of the Issuer under this Indenture or the Securities of such series; (b) the failure to give notice to the Guarantor of the occurrence of a default or an Event of Default hereunder; (c) the waiver, compromise or release of the payment, performance or observance by the Issuer or the Guarantor of any or all of the obligations, covenants or agreements of either of them contained in this Indenture; (d) the extension of the time for payment of principal of and interest on any Security of such series or for any other payment under this Indenture or of the time for performance of any other obligations, covenants or agreements under or arising out of this Indenture; (e) the modification or amendment (whether material or otherwise) of any obligation, covenant or agreement set forth in this Indenture or the Securities of such series; (f) the taking or the omission of any of the actions referred to in this Indenture and any of the actions under the Securities of such series; (g) any failure, omission, delay or lack on the part of the Trustee to enforce, assert or exercise any right, power or remedy conferred on the Trustee in this Indenture, or any other act or acts on the part of the Trustee or any of the Holders from time to time of the Securities of such series; (h) the voluntary or involuntary liquidation, dissolution, sale or other disposition of all or substantially all the assets, marshalling of assets and liabilities, receivership, insolvency, bankruptcy, assignment for the benefit of creditors, reorganization, arrangement, composition with creditors or readjustment of, or other similar proceedings affecting the Guarantor or the Issuer, or any of the assets of any of them, or any allegation or contest respecting the validity of the Guarantee in any such proceeding; (i) to the extent permitted by law, the release or discharge by operation of law of the Guarantor from the performance or observance of any obligation, covenant or agreement contained in this Indenture;

Guarantees. There Subject to this Article 11, each of the Guarantors hereby, jointly and severally and unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee (or Authentication Agent) and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Issuer hereunder or thereunder, that: (i) the principal of, premium, if any, interest and Additional Amounts, if any, on the Notes shall be included promptly paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, interest and Additional Amounts, if any, on the Notes (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquiredpermitted by law), and all other obligations of the Issuer to the extent not subsequently soldHolders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, transferred all in accordance with the terms hereof and thereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise disposed by (all the Borrower foregoing being hereinafter collectively called the “Guaranteed Obligations”). Failing payment when due of any amount so guaranteed or such Restricted Subsidiary during such period (each such Personany performance so guaranteed for whatever reason, property, business or asset acquired the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not subsequently so disposed ofa guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, an “Acquired Entity irrespective of the validity, regularity or Business”) and enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachaction to enforce the same, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity any waiver or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment consent by any Holder with respect to such Acquired Entity any provisions hereof or Business for such period (including thereof, the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA recovery of any Personjudgment against the Issuer, propertyany action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Without limiting the generality of the foregoing, business or asset each Guarantor’s liability under its Note Guarantee shall extend to all obligations under the Notes and this Indenture (other than an Unrestricted Subsidiaryincluding, without limitation, interest, fees, costs and expenses) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (that would be owed but if such operations are classified as discontinued due to for the fact that they are subject unenforceable or not allowable due to an agreement to dispose of such operations, only when and to any proceeding under Bankruptcy Law involving the extent such operations are actually disposed of) by the Borrower Issuer or any Restricted Subsidiary during such period (each such PersonGuarantor. Each Guarantor hereby waives diligence, propertypresentment, business demand of payment, filing of claims with a court in the event of insolvency or asset so sold or disposed ofbankruptcy of the Issuer, any right to require a “Sold Entity or Business”) proceeding first against the Issuer, protest, notice and all demands whatsoever and covenant that this Note Guarantee shall not be discharged except by complete payment and performance of the obligations contained in the Notes and this Indenture and the Disposed EBITDA obligations of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA Guarantor under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters Note Guarantee shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may not be subject to any adjustment set forth reduction, limitation, impairment, set-off, defense, counterclaim, discharge or termination for any reason other than the complete payment and performance of the obligations contained in the immediately preceding paragraph for Notes and this Indenture. If any four-quarter period with respect Holder or the Trustee is required by any court or otherwise to return to the Issuer, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to any acquisitionsof the Issuer or the Guarantors, dispositions any amount paid either to the Trustee or conversions occurring after such Holder, this Note Guarantee, to the Closing Dateextent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it will not be entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby or any collateral securing any such obligations until payment and performance in full of all obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (i) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of this Note Guarantee, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Note Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Note Guarantee.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (Aa) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets Subject to the extent not so acquiredprovisions of Section 6.1(b), each Borrower hereby unconditionally and irrevocably guarantees to the extent not subsequently soldAdministrative Agent, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes ratable benefit of the definition Lenders and their respective successors, indorsees, transferees and assigns, 52 the prompt and complete payment by each other Borrower when due (whether at the stated maturity, by acceleration or otherwise) of the term “Permitted Acquisition,” compliance with Obligations owing by such other Borrower. (b) Anything in this Article VI to the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiocontrary notwithstanding, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect maximum liability of each Acquired Entity or Business equal Borrower (other than a Borrower which is guaranteeing the Obligations of its Subsidiaries) under this Article VI shall in no event exceed the amount which can be guaranteed by such Borrowing Subsidiary under applicable federal and state laws relating to the insolvency of debtors. (c) Each Borrower agrees that the Obligations owing by any other Borrower may at any time and from time to time exceed the amount of the Pro Forma Adjustment with respect to liability of such Acquired Entity other Borrower under this Article VI without impairing the guarantee of such Borrower under this Article VI or Business for such period (including affecting the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer rights and delivered to the Lenders and remedies of the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for Agent or any period the Disposed EBITDA of Lender under this Article VI. (d) No payment or payments made by any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during other Person or received or collected by the Administrative Agent or any Lender from any Borrower or any other Person by virtue of any action or proceeding or any set-off or appropriation or application, at any time or from time to time, in reduction of or in payment of the Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Borrowers under this Article VI which shall, notwithstanding any such period (each such Personpayment or payments, property, business or asset so sold or disposed of, a “Sold Entity or Business”) continue until the Obligations are paid in full and the Disposed EBITDA Commitments are terminated. (e) Each Borrower agrees that whenever, at any time, or from time to time, it shall make any payment to the Administrative Agent or any Lender on account of any Restricted Subsidiary its liability under this Article VI, it will notify the Administrative Agent in writing that such payment is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary made under this Article VI for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datepurpose.

Guarantees. There 13.1 In accordance with the provisions of Article 36.1 of the Urban Leases Act, the Tenant hereby delivers to the Landlord proof of bank transfer of the Legal Deposit to the Landlord's Account, who receives it to its full satisfaction for deposit with the competent public entity and who will serve as a guarantee of the Guaranteed Obligations. A copy of the corresponding transfer receipt is attached as ANNEX 7. The Legal Deposit must be updated on the Start Date and at the beginning of each third year of the Lease to make it equal to two monthly payments of the Rent then in force. The Legal Deposit shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired returned by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets Landlord to the extent not so acquired), to Tenant within ten (10) Business Days following the extent not subsequently sold, transferred or otherwise disposed by date on which the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to competent public entity delivers the amount of the Pro Forma Adjustment with respect Legal Deposit to such Acquired Entity or Business for such period (including the portion thereof occurring Landlord, prior to such acquisitionits application to satisfy the responsibilities pending to be addressed by the Tenant 13.2 In addition to the Legal Deposit, the Tenant is obliged to deliver to the Landlord, prior to the deadline of November 25, 2022, an additional guarantee in assurance of the Guaranteed Obligations in the form of (i) as specified bank guarantee issued in a certificate executed favour of the Landlord by a Responsible Officer credit institution of recognized solvency and delivered that enables the Landlord to assign or pledge all credit rights in favor of the Lenders and Landlord’s funders (the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted SubsidiaryBank Guarantee”), based on or (ii) security deposit to be paid by bank transfer to the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period Landlord’s Account (including the portion thereof occurring prior to such sale, transfer or disposition“Security Deposit”). Notwithstanding anything Failure to comply with this obligation will entitle the contrary contained hereinLandlord to require the Tenant to pay a conventional penalty consisting of an amount equal to 0.1% of the amount of the Guaranteed Amount that the Tenant has not guaranteed for each day of non-compliance by the Tenant. 13.3 The Bank Guarantee and the Security Deposit must guarantee the Guaranteed Obligations up to a minimum amount of [***] together with the applicable VAT (the “Guaranteed Amount”). 13.4 The Tenant is obliged to keep the Bank Guarantee valid, in force and for purposes an amount equal to or greater than the Guaranteed Amount, until three (3) months have elapsed from the end of determining Consolidated EBITDA the Lease Term or, where appropriate, the extension of the Lease Term that would proceed in accordance with Clause 7.3. 13.5 The Tenant shall be obliged to supplement or replace the Bank Guarantee at least four (4) months before its expiration with another one issued under identical terms and conditions. In the event that (i) the Tenant fails to comply during the Lease Term with any of its payment obligations under this Agreement or (ii) the Tenant has not proceeded to replace or supplement the Bank Guarantee in the terms established at least thirty (30) days prior to its expiration, the Landlord shall be freely entitled to execute the Bank Guarantee up to the total maximum guaranteed amount and withhold said amounts as Security Deposit for any period that includes any its application to the fulfillment of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth Tenant’s obligations in the immediately preceding paragraph same manner intended in the Bank Guarantee, with express waiver by the Tenant of any right or power conferred by Article 1775 of the Civil Code. 13.6 In the event that the Landlord exercises the Bank Guarantee and the amount that is guaranteed becomes less than the Guaranteed Amount, the Tenant must provide the Landlord with a new Bank Guarantee within five (5) Business Days from the request made by the Landlord for this purpose, so that the total sum guaranteed for all the Bank Guarantees granted by the Tenant is equal to or greater than the Guaranteed Amount. 13.7 The Security Deposit will guarantee the proper compliance by the Tenant with the Guaranteed Obligations and the Landlord may apply the Security Deposit or any four-quarter period part thereof to the payment of the debts that the Tenant maintains with respect the Landlord in the event that the Tenant does not comply with its obligation to satisfy the Guaranteed Obligations in a timely manner. In the event that the Landlord uses the power to apply the Security Deposit to the payment of the defaulted Guaranteed Obligations, the Landlord shall inform the Tenant of the reasons and scope of the application of the Security Deposit and, at the same time, shall require the Tenant to replace the Security Deposit up to at least an amount equal to the Guaranteed Amount. The Tenant must replace the Security Deposit within five (5) Business Days of receipt of the request sent by the Landlord for this purpose. The Tenant shall not be entitled to receive interest on the Security Deposit. 13.8 Within three (3) months following the extinction or termination of this Agreement and once all the Tenant’s obligations have been fulfilled in accordance with this Agreement, the Landlord must return to the Tenant the balance of the Security Deposit that has not been applied to the fulfillment of the Guaranteed Obligations. 13.9 For the avoidance of doubt, it is expressly stated for the record that the Guaranteed Amount does not operate as a limit of liability of the Tenant for the fulfillment of its obligations under this Agreement. The total or partial execution of a Bank Guarantee does not exclude the exercise of any acquisitionsother action that the Landlord deems appropriate to exercise for the protection of its interests, dispositions or conversions occurring after including those actions aimed at terminating the Closing DateLease and evicting the Tenant.

Guarantees. There Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary during such period (but Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Notes and this Indenture or pursuant to Section 10.05. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not subsequently soldassert any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Subsidiary Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There (a) Subject to this Article 13, MagnaChip Semiconductor Ltd. (the “Korean Guarantor”) hereby unconditionally guarantees as a primary obligor and not as a surety to the Collateral Trustee and its respective successors and assigns, the prompt payment in full when due (whether at stated maturity, by required prepayment, declaration, demand, by acceleration or otherwise) of the principal of, premium and Liquidated Damages, if any, and interest (including any interest, fees, costs or charges that would accrue but for the provisions of Title 11, U.S. Code after any bankruptcy or insolvency petition under Title 11, U.S. Code) on the Notes or the obligations of the Issuers hereunder or thereunder from time to time owing to each Holder of a Note by any of the Issuers any of the Note Documents, in each case strictly in accordance with the terms thereof (such obligations being herein collectively called the “Korean Guarantor Guaranteed Obligations”). The Korean Guarantor hereby agrees that if either Issuer fails to pay in full when due (whether at stated maturity, by acceleration or otherwise) any of the Korean Guarantor Guaranteed Obligations, the Korean Guarantor will promptly pay to the Collateral Trustee the same in cash, without any demand or notice whatsoever, and that in the case of any extension of time of payment or renewal of any of the Korean Guarantor Guaranteed Obligations, the same will be promptly paid in full when due (whether at extended maturity, by acceleration or otherwise) in accordance with the terms of such extension or renewal. (b) The obligations of the Korean Guarantor under Section 13.01(a) shall constitute a guaranty of payment and to the fullest extent permitted by applicable Requirements of Law, are absolute, irrevocable and unconditional, irrespective of the value, genuineness, validity, regularity or enforceability of the Korean Guarantor Guaranteed Obligations of either Issuer under any of the Note Documents, or any other agreement or instrument referred to herein or therein, or any substitution, release or exchange of any other guarantee of or security for any of the Korean Guarantor Guaranteed Obligations, and, irrespective of any other circumstance whatsoever that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor (except for payment in full). Without limiting the generality of the foregoing, it is agreed that the occurrence of any one or more of the following shall not alter or impair the liability of the Korean Guarantor hereunder which shall remain absolute, irrevocable and unconditional under any and all circumstances as described above: (1) at any time or from time to time, without notice to the Korean Guarantor, the time for any performance of or compliance with any of the Korean Guarantor Guaranteed Obligations shall be included extended, or such performance or compliance shall be waived; (2) any of the acts mentioned in determining Consolidated EBITDA any of the provisions of this Article 13 or any of the Note Documents, or any other agreement or instrument referred to herein or therein shall be done or omitted; (3) the maturity of any of the Korean Guarantor Guaranteed Obligations shall be accelerated, or any of the Korean Guarantor Guaranteed Obligations shall be amended in any respect, or any right under the Note Documents or any other agreement or instrument referred to herein or therein shall be amended or waived in any respect or any other guarantee of any of the Korean Guarantor Guaranteed Obligations or any security therefor shall be released or exchanged in whole or in part or otherwise dealt with; (4) any Lien or security interest granted to, or in favor of, the Collateral Trustee or any other Person as security for any period, without duplication, of the Korean Guarantor Guaranteed Obligations shall fail to be perfected; or (A5) the Acquired EBITDA release of any Personother Guarantor pursuant to Section 12.05 hereof. (c) The Korean Guarantor hereby expressly waives diligence, propertypresentment, business demand of payment, protest and all notices whatsoever, and any requirement that any Holder of Notes exhaust any right, power or asset acquired by remedy or proceed against any Issuer under the Borrower Note Documents or any Restricted Subsidiary during such period (but not other agreement or instrument referred to therein, or against any other person under any other guarantee of, or security for, any of the Acquired EBITDA Korean Guarantor Guaranteed Obligations. The Korean Guarantor waives any and all notice of the creation, renewal, extension, waiver, termination or accrual of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition Korean Guarantor Guaranteed Obligations and notice of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation or proof of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratioreliance by any Holder of Notes upon this Guarantee or acceptance of this Guarantee, and the Consolidated Interest Coverage RatioKorean Guarantor Guaranteed Obligations, an adjustment and any of them, shall conclusively be deemed to have been created, contracted or incurred in reliance upon this Guarantee, and all dealings between the Issuers and Holders of Notes shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. This Guarantee shall be construed as a continuing, absolute, irrevocable and unconditional guarantee of payment without regard to any right of offset with respect to the Korean Guarantor Guaranteed Obligations at any time or from time to time held by Holders of Notes, and the obligations and liabilities of the Korean Guarantor hereunder shall not be conditioned or contingent upon the pursuit by the Holders of Notes or any other person at any time of any right or remedy against any Issuer or against any other person which may be or become liable in respect of each Acquired Entity all or Business equal to the amount any part of the Pro Forma Adjustment Korean Guarantor Guaranteed Obligations or against any collateral security or guarantee therefor or right of offset with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified thereto. This Guarantee shall remain in a certificate executed by a Responsible Officer full force and delivered to the Lenders effect and the Administrative Agent. There shall be excluded binding in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when accordance with and to the extent such operations are actually disposed of) by of its terms upon the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) Korean Guarantor and the Disposed EBITDA successors and assigns thereof, and shall inure to the benefit of the Holders of Notes, and their respective successors and assigns. (d) The obligations of the Korean Guarantor under this Section 13.01 shall be automatically reinstated if and to the extent that for any reason any payment by or on behalf of any Restricted Subsidiary that Issuer or other Guarantors in respect of the Korean Guarantor Guaranteed Obligations is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA rescinded or must be otherwise restored by any holder of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31Guaranteed Obligations, 2016whether as a result of any proceedings in bankruptcy or reorganization or otherwise. (e) The Korean Guarantor hereby agrees that until the indefeasible payment and satisfaction in full in cash of all Korean Guarantor Guaranteed Obligations it shall not exercise any right or remedy, June 30direct or indirect, 2016arising by reason of any performance by it of its guarantee in Section 13.01(a), September 30whether by subrogation or otherwise, 2016 and December 31, 2016, Consolidated EBITDA against any Issuer or any other guarantor of any of the Korean Guarantor Guaranteed Obligations or any security for such fiscal quarters any of the Korean Guarantor Guaranteed Obligations. Any Indebtedness of any of the Issuers or Guarantors permitted pursuant to Section 4.09 of hereof shall be $124 millionsubordinated to such Issuers or Guarantors’ Guaranteed Obligations in the manner required by the Indenture. (f) The Korean Guarantor hereby acknowledges that the guarantee in this Section 13 constitutes an instrument for the payment of money, $128 millionand consents and agrees that the Collateral Trustee, $150 million and $148 million, respectivelyat its sole option, in each case, as may be subject to any adjustment set forth the event of a dispute by such Korean Guarantor in the immediately preceding paragraph for payment of any fourmoneys due hereunder, shall have the right to bring a motion-quarter period with respect action under New York CPLR Section 3213. (g) The guarantee in this Article 13 is a continuing guarantee of payment, and shall apply to all Guaranteed Obligations whenever arising. (h) Recovery under this Article 13 is limited to $500,000,000 of principal plus interest (including default interest) at the rates stated in the Notes and this Indenture, plus any acquisitionsand all fees, dispositions expenses, indemnifications, breakage costs, taxes, Liquidated Damages, enforcement costs or conversions occurring after other amounts owing to the Closing Dateholders of the Notes, the Trustee, the Collateral Trustee or any Holder of any Note pursuant to the terms of this Indenture, the Notes or this Article 13.

Guarantees. There By its execution hereof, each of the Guarantors acknowledges and agrees that it receives substantial benefits from the Company and that such party is providing its Guarantee for good and valuable consideration, including, without limitation, such substantial benefits and services. Accordingly, subject to the provisions of this Article X, each Guarantor, jointly and severally, hereby unconditionally guarantees on a senior basis to each Holder of a Note authenticated and delivered by the Trustee and its successors and assigns that: (i) the principal of, and premium and interest on the Notes shall be included duly and punctually paid in determining Consolidated EBITDA full when due, whether at maturity, by acceleration, call for any periodredemption, without duplicationupon a Change of Control Offer, upon an Asset Sale Offer, upon an Existing Notes Redemption Offer or otherwise, and interest on overdue principal, and premium, if any, and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer, upon a Existing Notes Redemption Offer or otherwise, subject, however, in the case of clauses (i) and (ii) above, to the limitations set forth in Section 10.5 (collectively, the “Guarantee Obligations”). An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Trustee or the Holders of Notes to accelerate the obligations of each Guarantor hereunder in the same manner and to the same extent not subsequently soldas the Guarantee Obligations of the Company. Subject to the provisions of this Article X, transferred each Guarantor hereby agrees that its Guarantee hereunder shall be unconditional, irrespective of the validity, regularity or otherwise disposed by enforceability of the Borrower Notes or such Restricted Subsidiary during such period (each such Personthis Indenture, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA absence of any Unrestricted Subsidiary that is converted into action to enforce the same, any waiver or consent by any Holder of the Notes with respect to any thereof, the entry of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a Restricted Subsidiary during such period legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives and relinquishes: (a) any right to require the Trustee, the Holders or the Company (each, a “Converted Restricted SubsidiaryBenefitted Party”) to proceed against the Company, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party’s power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non action on the part of the Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election to proceed against the Guarantors for reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party’s election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the actual Acquired EBITDA Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided therein, the Guarantees shall not be discharged except by payment in full of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (all Guarantee Obligations, including the portion thereof occurring prior principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Article VIII. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or the Guarantors, or any trustee or similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or the Guarantors to the Trustee or such acquisitionHolder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors agrees that it shall not be entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, as between it, on the one hand, and the Holders of Notes and the Trustee, on the other hand, (x) and (B) the maturity of the obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiohereof, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such Guarantee Obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by such Guarantor for the amount purpose of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There shall (a) Subject to this Article 13, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the obligations of the Company hereunder and thereunder, that: (a) the principal of and interest on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at the Maturity Date, by acceleration, upon repurchase or otherwise, and interest on the overdue principal of and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) interest on the Notes, and all other payment obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Date, by acceleration, upon repurchase or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not subsequently soldbe discharged except by complete performance of the obligations contained in the Notes and this Indenture, transferred or pursuant to Section 13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. (d) If any Holder or the Trustee is required by any court or otherwise disposed to return to the Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Borrower Company or any Guarantor to the Trustee or such Restricted Subsidiary during such period Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby. (each such Persone) Each Guarantor further agrees that, propertyas between the Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such obligations as provided in Article 6 of this Indenture, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that Note is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under in accordance with this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateIndenture.

Guarantees. There Subject to this Article X, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Notes and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, such Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on the Notes (at the applicable rate of interest) if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any such Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of such Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted Subsidiary during such period (but other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Notes and this Indenture or pursuant to Section 10.04 or Section 10.05. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations with respect to such Notes guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There At or before the Closing, Purchaser shall be included use reasonable best efforts to arrange (and Seller shall provide reasonable cooperation to Purchaser in determining Consolidated EBITDA arranging) for substitute instruments to fully replace and release Seller or its applicable Affiliate as issuer, guarantor, credit support provider or account party with respect to (a) any periodletters of credit, without duplicationguarantees and other financial assurance obligations issued or entered into by or on behalf of the Business (collectively, “Guarantees”) set forth on Schedule 5.11 and (Ab) any Guarantees issued in the Acquired EBITDA ordinary course in connection with the Business prior to the Closing and not set forth in such list in respect of any Personwhich Purchaser has provided its prior written consent. To the extent Purchaser is unable to obtain a substitute or replacement instrument, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent the beneficiary or counterparty under any such Guarantee does not accept any such substitute instrument, Purchaser shall either (at Purchaser’s discretion) (i) indemnify, defend and hold harmless, against, and reimburse Seller and its Affiliates for, all amounts paid, including costs or expenses, in connection with such Guarantees, including Seller’s and its Affiliates’ expenses in maintaining such Guarantees or (ii) at Closing issue or cause to be issued by a third party reasonably acceptable to Seller, a letter of credit, guarantee or other financial assurance obligation for the account and benefit of Seller or its applicable Affiliates in an amount equal to Seller’s and its Affiliates’ entire potential Liability pursuant to all Guarantees not able to be so acquired)replaced in accordance with the foregoing sentence, in each case whether or not any such Guarantee is drawn upon or required to be performed, and Purchaser shall in any event, without duplication of amounts paid to Seller pursuant to any indemnity, letter of credit, guarantee or other financial assurance obligation, promptly reimburse Seller to the extent not subsequently soldany Guarantee is called upon and Seller or its Affiliates make any payment or are obligated to reimburse the party issuing the Guarantee. Other than in cooperation with Purchaser, transferred prior to the first anniversary of the Closing Date, and provided that Purchaser is in compliance with its obligations under this Section 5.11, Seller and its Affiliates shall take no steps to replace, remove or otherwise disposed by obtain the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA release of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed Guarantee provided by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower Seller or any Restricted Subsidiary during such period (each such Person, property, business of its Affiliates or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based third party on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion behalf thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions Assigned Assets or conversions occurring after the Closing DateAssumed Liabilities.

Guarantees. There shall be included in determining Consolidated EBITDA for any periodFrom and after the Assumption Date, without duplication, each of the undersigned (Athe "Subsidiary Guarantors") the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)hereby jointly and severally unconditionally guarantees, to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph Indenture dated as of July 9, 2002 by and among SOI Funding Corp., a Delaware corporation, as issuer (the "Company"), whose obligations thereunder have been assumed (or are being assumed) by Solutia Inc., a Delaware corporation, the Subsidiary Guarantors, as guarantors, and HSBC Bank USA, as Trustee (as amended, restated or supplemented from time to time, the "Indenture"), and subject to the Indenture, (a) the due and punctual payment of the principal of, and premium, if any, and interest on the Notes, when and as the same shall become due and payable, whether at maturity, by acceleration or otherwise, the due and punctual payment of interest on overdue principal of, and premium and, to the extent permitted by law, interest, and the due and punctual performance of all other obligations of the Company to the Noteholders or the Trustee, all in accordance with the terms set forth in Article Ten of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Subsidiary Guarantors to the Noteholders and to the Trustee pursuant to this Guarantee and the Indenture are expressly set forth in Article Ten of the Indenture, and reference is hereby made to the Indenture for any four-quarter period with respect the precise terms and limitations of this Guarantee. Each Holder of the Note to any acquisitionswhich this Guarantee is endorsed, dispositions or conversions occurring after the Closing Date.by accepting such Note, agrees to and shall be bound by such provisions. [Signatures on Following Pages]

Guarantees. There Subject to this Article 11, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal and premium, if any, of and interest and Special Interest, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal and premium, if any of and interest and Special Interest, if any, on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. In addition to the foregoing, each Guarantor also agrees, unconditionally and jointly and severally with each other Guarantor, to pay any and all expenses (including, without limitation, counsel fees and expenses) incurred by the Trustee under this Indenture in enforcing any rights under a Subsidiary Guarantee with respect to a Guarantor. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Subsidiary during such period (but Guarantee shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Notes and this Indenture. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors, any amount paid by either to the Trustee or such Holder, this Subsidiary Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Subsidiary Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article 6 hereof, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Subsidiary Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There Subject to this Article 11, each Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder and thereunder, that: (a) the principal of and interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations of the Company to the Holders and the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, each Guarantor shall be included in determining Consolidated EBITDA for any periodobligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. Each Guarantor hereby agrees that its obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted Subsidiary during other circumstance which might otherwise constitute a legal or equitable discharge or defense of such period (but Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that the Note Guarantees shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Notes and this Indenture. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, any Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or any Guarantor, any amount paid by either to the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between such Guarantor, on the Borrower or such Restricted Subsidiary during such period (each such Personone hand, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioNote Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition prevention such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as proved in Article 6 hereof, such obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by such Guarantor for the amount purpose of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateNote Guarantees.

Guarantees. There Subject to the provisions of this Article Twelve, each of the Guarantors hereby jointly and severally unconditionally and irrevocably guarantees to each Holder of a Debt Security authenticated and delivered by the Trustee, and to the Trustee, the due and punctual payment of the principal of (and premium, if any, on) and interest on each such Debt Security (including any additional amounts payable in accordance with the terms of such Debt Security and this Indenture), whether at the Stated Maturity, by declaration of acceleration, call for redemption, request for redemption, repurchase at the option of the Holder or otherwise, in accordance with the terms of such Debt Security and of this Indenture and all other amounts due and owing under this Indenture. In case of the failure of the Issuer punctually to make any such payment of principal (or premium, if any) or interest (including any additional amounts as referred to above), each of the Guarantors hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption, request for redemption, repayment or any other amount due and owing under this Indenture at the option of the Holder or otherwise, and as if such payment were made by the Issuer. Each Guarantor hereby agrees to pay, in addition to the amounts stated above, any and all expenses (including reasonable counsel fees and expenses) incurred by the Trustee or the Holders in enforcing any rights under any Guarantee. Each of the Guarantors hereby agrees that its obligations hereunder shall be included in determining Consolidated EBITDA for any periodas if it were principal debtor and not merely surety, without duplicationand shall be absolute and unconditional, (A) irrespective of the Acquired EBITDA validity, regularity or enforceability of any PersonDebt Security or this Indenture, propertythe absence of any action to enforce the same, business any waiver or asset acquired consent by the Borrower Holder of such Debt Security or by the Trustee or the Paying Agent with respect to any provisions thereof or of this Indenture, any release of any other guarantor, the recovery of any judgment against the Issuer or any Restricted Subsidiary during such period (but not action to enforce the Acquired EBITDA same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any related PersonGuarantor. Each Guarantor hereby waives the benefit of diligence, propertypresentment, business demand of payment, filing of claims with a court in the event of insolvency or assets bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest or notice with respect to such Debt Security or the indebtedness evidenced thereby and all demands whatsoever, and covenants that its Guarantees will not be discharged except by complete performance of all of the obligations of such Guarantor contained in this Indenture and the Debt Securities and in such Guarantees. If the Trustee or the Holder of any Debt Security is required by any court or otherwise to return (and does so return) to the extent not so acquired)Issuer or to any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid to the Trustee or such Holder in respect of a Debt Security, these Guarantees, to the extent not subsequently soldtheretofore discharged, transferred or otherwise disposed by shall be reinstated in full force and effect. Each Guarantor further agrees, to the Borrower or such Restricted Subsidiary during such period (each such Personfullest extent that it lawfully may do so, propertythat, business or asset acquired and not subsequently so disposed ofas between it, an “Acquired Entity or Business”) on the one hand, and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, the Maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothese Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition extant under any applicable Bankruptcy Law preventing such acceleration in respect of the obligations guaranteed hereby. The Guarantees of each Acquired Entity Guarantor constitute direct, unconditional, unsubordinated and (except as provided by Sections 804 and 805) unsecured obligations of such Guarantor without preference among themselves and will rank at least equally with all other unsecured and unsubordinated obligations of such Guarantor (including unsecured and unsubordinated guarantees by such Guarantor of Indebtedness of others), subject, in the event of insolvency, to laws of general applicability relating to or Business equal to the amount affecting creditors’ rights. Each of the Pro Forma Adjustment Guarantors hereby agrees that its obligations hereunder may be enforced against either of the Guarantors, in the event of a default in payment with respect to the Debt Securities by the Issuer, without making prior demand upon or seeking to enforce remedies against the Issuer, the other Guarantor or other persons. Each Guarantor shall be subrogated to all rights of the Holders against the Issuer in respect of any amounts paid to such Acquired Entity Holders by such Guarantor pursuant to the provisions of the Guarantees of this Indenture; provided, however, that no Guarantor shall be entitled to enforce or Business for to receive any payments arising out of, or based upon, such period right of subrogation until the principal of (and premium, if any, on) and interest, if any, on all Debt Securities (including the portion thereof occurring prior any additional amounts as referred to such acquisitionabove) as specified issued hereunder shall have been paid in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datefull.

Guarantees. There shall (a) Subject to this Article 13, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the obligations of the Company hereunder and thereunder, that: (a) the principal of and interest on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at the Maturity Date, by acceleration, upon repurchase or otherwise, and interest on the overdue principal of and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) interest on the Notes, and all other payment obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at the Maturity Date, by acceleration, upon repurchase or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default with respect to the Notes under this Indenture shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company. (b) The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not subsequently soldbe discharged except by complete performance of the obligations contained in the Notes and this Indenture, transferred or pursuant to Section 13.03. (c) Each of the Guarantors also agrees, jointly and severally, to pay any and all costs and expenses (including reasonable attorneys’ fees and expenses) incurred by the Trustee or any Holder in enforcing any rights under this Section 13.01. (d) If any Holder or the Trustee is required by any court or otherwise disposed to return to the Company, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to either the Company or the Guarantors, any amount paid by the Borrower Company or any Guarantor to the Trustee or such Restricted Subsidiary during such period Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not be entitled to, and hereby waives, any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby. (each such Persone) Each Guarantor further agrees that, propertyas between the Guarantors, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (i) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 of this Indenture for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed thereby, and (ii) in the event of any declaration of acceleration of such obligations as provided in Article 6 of this Indenture, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. (f) Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment or performance had not been made. In the event that any payment or any part thereof, is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. (g) In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. (h) Each payment to be made by a Guarantor in respect of its Guarantee shall be made without set-off, counterclaim, reduction or diminution of any kind or nature. (i) For the avoidance of doubt, the Guarantees with respect to a Note are not convertible and shall automatically terminate when such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that Note is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under in accordance with this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateIndenture.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (Aa) the Acquired EBITDA of any Person, property, business or asset acquired The payment by the Borrower Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity and the Affiliates of the Reporting Entity (other than the Company) that (i) are obligors under thea Bank Credit Agreement or a Material Credit Facility or (ii) guarantee the obligations of the obligors under thea Bank Credit Agreement or such Material Credit Facility (together with any additional Affiliate who delivers a guaranty pursuant to Section 9.7, the “Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “Affiliate Guaranty”). (b) Any instruments, documents and agreements pursuant to which the Reporting Entity or any Restricted Subsidiary during such period agrees to grant Liens in favor of a collateral agent (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or BusinessCollateral Agent”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes benefit of the definition holders of Notes are hereinafter referred to as the “Collateral Documents”. The Collateral Documents and the Affiliate Guaranties are hereinafter collectively referred to as the “Security Documents.” (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the term “Permitted Acquisition,” compliance Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the covenant set forth in requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 7.11 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than the Reporting Entity) under the Affiliate Guaranty and the calculation Liens of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment Collateral Documents in respect of each Acquired all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released, (ii) such Affiliate is no longer, if applicable, a borrower or issuer under any Material Credit Facility and (iii) no Default or Event of Default shall have occurred and then be continuing or result therefrom (or should any Default or Event of Default then exist or result, at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or Business equal to the amount of the Pro Forma Adjustment any Affiliate shall again become obligated under or with respect to such Acquired the previously discharged Affiliate Guaranty or Material Credit Facility, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions of the relevant Material Credit Facility, then the Lien granted by the Reporting Entity or Business for its Subsidiaries under a Collateral Document or the obligations of such period (including Affiliate under the portion Affiliate Guaranty, as the case may be, shall be reinstated and any release thereof occurring prior previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of the Notes on an equal and pro rata basis. Any release by the holders of the Notes under this Section 2.2(e) shall be deemed to such acquisition) as specified in a certificate executed by a Responsible Officer have occurred concurrently with the release and delivered discharge under the Material Credit Facilities. Further, any reinstatement of an Affiliate Guaranty or Lien pursuant to the Lenders terms hereof shall comply with the terms of Sections 9.7 and 9.8 hereof. The Reporting Entity shall promptly notify the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period holders of the Disposed EBITDA Notes of any Person, property, business or asset (other than release of an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due Affiliate Guaranty pursuant to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”this Section 2.2(e) and the Disposed EBITDA shall deliver evidence of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each release or discharge of a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity guaranty or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, Lien in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datecustomary form.

Guarantees. There Subject to the provisions of this Article Twelve, each Guarantor jointly and severally unconditionally guarantees, on an unsecured senior basis, to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities, or the obligations of the Company to the Holders or the Trustee hereunder or under the Securities that (a) the principal of, premium, if any, and any accrued and unpaid interest and Liquidated Damages on the Securities shall be included duly and punctually paid in determining Consolidated EBITDA for any periodfull when due, without duplicationwhether at maturity, by acceleration or otherwise, and interest on overdue principal of, premium, if any, and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent permitted by law) interest on the Securities and that all other obligations of the Company to the Holders or the Trustee hereunder or under the Securities (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; (b) in case of any extension of time of payment or renewal of any Securities or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise; and (c) any and all cost and expenses (including, without limitation, reasonable attorneys' fees and expenses) incurred by the Trustee or its agents or any Holder of Securities in enforcing any rights under any Guarantee shall be promptly paid in full when due. Failing payment when due of any amount so guaranteed or failing performance of any other Indenture Obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or to cause the performance of, the same immediately. Each Guarantee shall be a guarantee of payment and not so acquired)a guarantee of collection. An Event of Default under this Indenture or the Securities shall constitute an event of default under each Guarantee, and shall entitle the Holders of Securities to accelerate the Indenture Obligations of the Guarantors in the same manner and to the same extent as the Indenture Obligations of the Company. Each Guarantor's Guarantee shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of Securities with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. By executing a Guarantee, each Guarantor shall be deemed to waive diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company and such Guarantor, protest, notice and all demands whatsoever and covenant that its Guarantee shall not be discharged except by complete performance of all Indenture Obligations, except as specified in Section 1203. If any Holder or the Trustee is required by any court or otherwise to return to the Company or such Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or such Guarantor, any amount paid by any such entity to the Trustee or such Holder, such Guarantor's Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. By executing a Guarantee, each Guarantor shall be deemed to agree that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any Indenture Obligations until payment in full of all Indenture Obligations and further that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA Holders of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachSecurities and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Indenture Obligations may be accelerated as provided in Article Four hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of the Indenture Obligations, and (y) in the event of any acceleration of such Indenture Obligations as provided in Article Four hereof, such Indenture Obligations (whether or not due and payable) shall forthwith become due and payable by such Guarantor for the purpose of its Guarantee. The Indenture Obligations of each Acquired Entity or Business equal Guarantor shall rank PARI PASSU in right of payment with all Indebtedness of such Guarantor that is not, by its terms, expressly subordinated in right of payment to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose Indenture Obligations of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantor.

Guarantees. There (a) In order to induce Purchaser to enter into this Agreement, Seller Parent hereby absolutely, irrevocably and unconditionally guarantees to the Purchaser Indemnified Parties, their successors and assigns, the full performance and observation of all the terms, covenants, conditions, provisions and agreements to be performed or observed by Seller or another member of the Seller Group when required to be performed or observed, and the payment in full of all amounts owed by Seller and such other member of the Seller Group to any Purchaser Indemnified Parties when due and payable, in each case in accordance with the terms of this Agreement or the Ancillary Agreements. Such guarantee shall be included as primary obligor and not merely as surety, shall be a guarantee of payment and performance and not of collection and shall be a continuing guarantee. Seller Parent hereby waives acceptance, diligence, promptness, presentment, demand of payment or performance, filing of claims with a court in determining Consolidated EBITDA for the event of insolvency or bankruptcy of Seller or another Seller Group member, any period, without duplication, right to require a proceeding (Aor other exhaustion of remedies) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower first against Seller or such Restricted Subsidiary during other Seller Group member to join Seller or such period (each such Personother Seller Group member in any enforcement action or to first resort to any other means of obtaining payment or performance, propertyprotest, business or asset acquired notice and not subsequently so disposed of, an “Acquired Entity or Business”) all demands whatsoever. Seller Parent agrees to pay any and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period all costs and expenses (including the portion thereof occurring prior to such acquisitionreasonable fees and disbursements of counsel) and (B) for the purposes incurred by any of the definition Purchaser Indemnified Parties in enforcing any rights under this Section 12.13(a). Seller Parent hereby makes all of the term “Permitted Acquisition,” compliance with the covenant representations and warranties set forth in Section 7.11 Sections 4.1, 4.2 and the calculation 4.3, with references therein to “Seller” deemed to be replaced by “Seller Parent”. Seller Parent hereby acknowledges and agrees to be bound by all of the Consolidated First Lien Net Leverage Ratioprovisions of Article XII of this Agreement. (b) In order to induce Seller to enter into this Agreement, Purchaser Parent hereby absolutely, irrevocably and unconditionally guarantees to the Seller Indemnified Parties, their successors and assigns, the Consolidated Secured Net Leverage Ratiofull performance and observation of all the terms, the Consolidated Total Net Leverage Ratiocovenants, conditions, provisions and agreements to be performed or observed by Purchaser and its Affiliates when required to be performed or observed, and the Consolidated Interest Coverage Ratiopayment in full of all amounts owed by Purchaser and its Affiliates to any Seller Indemnified Parties when due and payable, an adjustment in respect each case in accordance with the terms of each Acquired Entity this Agreement or Business equal the Ancillary Agreements. Such guarantee shall be as primary obligor and not merely as surety, shall be a guarantee of payment and performance and not of collection and shall be a continuing guarantee. Purchaser Parent hereby waives acceptance, diligence, promptness, presentment, demand of payment or performance, filing of claims with a court in the event of insolvency or bankruptcy of Purchaser or its Affiliates, any right to the amount require a proceeding (or other exhaustion of remedies) first against Purchaser or its Affiliates or to join Purchaser or its Affiliates in any enforcement action or to first resort to any other means of obtaining payment or performance, protest, notice and all demands whatsoever. Purchaser Parent agrees to pay any and all costs and expenses (including reasonable fees and disbursements of counsel) incurred by any of the Pro Forma Adjustment Seller Indemnified Parties in enforcing any rights under this Section 12.13(b). Purchaser Parent hereby makes all of the representations and warranties set forth in Sections 5.1, 5.2 and 5.3, with respect references therein to such Acquired Entity or Business for such period “Purchaser” deemed to be replaced by “Purchaser Parent”. Purchaser Parent hereby acknowledges and agrees to be bound by all of the provisions of Article XII of this Agreement. (including the portion thereof occurring prior to such acquisitionc) Each of Seller Parent and Purchaser Parent agrees that service as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There Section 12.6 shall be excluded in determining Consolidated EBITDA for valid and sufficient service, and each of Seller Parent and Purchaser Parent waives any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior objections to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Dateservice.

Guarantees. There shall This Security may after the date hereof be included entitled to certain Guarantees made for the benefit of the Holders. Reference is hereby made to the Indenture for the terms of any Guarantee (including any terms of subordination of such Guarantee that may apply). The Company will furnish to any Holder of record of Securities upon written request and without charge a copy of the Indenture. A-9 [Form of Notation on Security Relating to Guarantee] SENIOR SUBORDINATED GUARANTEE The Guarantor (as defined in determining Consolidated EBITDA for any period, without duplication, the Indenture referred to in the Security upon which this notation is endorsed) hereby unconditionally guarantees on a senior subordinated basis (Asuch guarantee by the Guarantor being referred to herein as the "Guarantee") the Acquired EBITDA due and punctual payment of any Personthe principal of, propertypremium, business if any, and interest and Additional Interest, if any, on the Securities, whether at maturity, by acceleration or asset acquired by otherwise, the Borrower or any Restricted Subsidiary during such period (but not due and punctual pay- ment of interest on the Acquired EBITDA overdue principal, premium and interest and Additional Interest, if any, on the Securities, and the due and punctual performance of any related Person, property, business or assets all other obligations of the Company to the extent not so acquired)Holders or the Trustee, all in ac- cordance with the terms set forth in Article Eleven of the Indenture. The obligations of the Guarantor to the Holders of Securities and to the Trustee pursuant to the Guarantee and the Indenture are expressly set forth, and are expressly subordinated and subject in right of payment to the prior payment in full of all Guarantor Senior Indebtedness of such Guarantor, to the extent and in the manner provided, in Article Twelve of the Indenture, and reference is hereby made to such Indenture for the precise terms of the Guar- ▇▇▇▇▇ therein made. The Guarantee shall not subsequently sold, transferred be valid or otherwise disposed obligatory for any purpose until the cer- tificate of authentication on the Securities upon which the Guarantee is noted shall have been executed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired Trustee under the Indenture by the manual sig- nature of one of its authorized officers. This Guarantee shall be governed by and not subsequently so disposed of, an “Acquired Entity or Business”) and construed in accordance with the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes laws of the definition State of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation New York without regard to principles of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect conflicts of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agentlaw. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are This Guarantee is subject to an agreement to dispose of such operations, only when and to release upon the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment terms set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Date.Inden- ture. Newport News Shipbuilding and Dry Dock Company By: ________________________________________ Name: Title:

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (Aa) the Acquired EBITDA of any Person, property, business or asset acquired The payment by the Borrower Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity and the Affiliates of the Reporting Entity (other than the Company) that (i) are obligors under the Bank Credit Agreement or a Material Credit Facility or (ii) guarantee the obligations of the obligors under the Bank Credit Agreement or such Material Credit Facility (together with any additional Affiliate who delivers a guaranty pursuant to Section 9.7, the “Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “Affiliate Guaranty”). (b) Any instruments, documents and agreements pursuant to which the Reporting Entity or any Restricted Subsidiary during such period agrees to grant Liens in favor of a collateral agent (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or BusinessCollateral Agent”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes benefit of the definition holders of Notes are hereinafter referred to as the “Collateral Documents.” The Collateral Documents and the Affiliate Guaranties are hereinafter collectively referred to as the “Security Documents.” (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the term “Permitted Acquisition,” compliance Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the covenant set forth in requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 7.11 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than the Reporting Entity) under the Affiliate Guaranty and the calculation Liens of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment Collateral Documents in respect of each Acquired all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released, (ii) such Affiliate is no longer, if applicable, a borrower or issuer under any Material Credit Facility and (iii) no Default or Event of Default shall have occurred and then be continuing or result therefrom (or should any Default or Event of Default then exist or result, at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or Business equal to the amount of the Pro Forma Adjustment any Affiliate shall again become obligated under or with respect to such Acquired the previously discharged Affiliate Guaranty or Material STERIS CORPORATION NOTE PURCHASE AGREEMENT Credit Facility, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions of the relevant Material Credit Facility, then the Lien granted by the Reporting Entity or Business for its Subsidiaries under a Collateral Document or the obligations of such period (including Affiliate under the portion Affiliate Guaranty, as the case may be, shall be reinstated and any release thereof occurring prior previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of the Notes on an equal and pro rata basis. Any release by the holders of the Notes under this Section 2.2(e) shall be deemed to such acquisition) as specified in a certificate executed by a Responsible Officer have occurred concurrently with the release and delivered discharge under the Material Credit Facilities. Further, any reinstatement of an Affiliate Guaranty or Lien pursuant to the Lenders terms hereof shall comply with the terms of Sections 9.7 and 9.8 hereof. The Reporting Entity shall promptly notify the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period holders of the Disposed EBITDA Notes of any Person, property, business or asset (other than release of an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due Affiliate Guaranty pursuant to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”this Section 2.2(e) and the Disposed EBITDA shall deliver evidence of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each release or discharge of a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity guaranty or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, Lien in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datecustomary form.

Guarantees. There Except as otherwise contemplated by Section 1403 below, the Guarantor hereby unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee, and to the Trustee on behalf of such Holder, the due and punctual payment of the principal of and any premium and interest on and any Additional Amounts, if any, on such Security and the due and punctual payment of any sinking fund or analogous payments provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at the Stated Maturity, by declaration of acceleration, call for redemption, repayment at the option of the Holder or otherwise, in accordance with the terms of such Security and of this Indenture, and any and all other amounts owed by the Company to the Trustee under the terms of this Indenture. The Guarantor further unconditionally guarantees to the Trustee the Company's obligations under Section 606 herein. In case of the failure of the Company punctually to make any such payment, the Guarantor hereby agrees to cause such payment to be made punctually when and as the same shall become due and payable, whether at the Stated Maturity or by declaration of acceleration, call for redemption, repayment at the option of the Holder or otherwise, and as if such payment were made by the Company. The Guarantor hereby agrees that its obligations hereunder shall be included in determining Consolidated EBITDA for any periodunconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of such Security or this Indenture, the Acquired EBITDA absence of any Personaction to enforce the same, property, business any waiver or asset acquired consent by the Borrower Holder of such Security or by the Trustee with respect to any provisions thereof or of this Indenture, the obtaining of any judgment against the Company or any Restricted Subsidiary during such period (but not action to enforce the Acquired EBITDA same or any other circumstances which might otherwise constitute a legal or equitable discharge or defense of any related Persona guarantor. The Guarantor hereby waives the benefits of diligence, propertypresentment, business demand of payment, filing of claims with a court in the event of insolvency or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes bankruptcy of the definition of Company, any right to require a proceeding first against the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioCompany, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity protest or Business equal to the amount of the Pro Forma Adjustment notice with respect to such Acquired Entity Security or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business indebtedness evidenced thereby or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitionssinking fund payment required pursuant to the terms of such Security and all demands whatsoever, dispositions and covenants that the Guarantees will not be discharged in respect of such Security except by complete performance of the obligations contained in such Security and in this guarantee. The Guarantor hereby agrees that, in the event of a default in payment of principal (or conversions occurring after premium, if any) or interest or Additional Amounts, if any, on such Security, or a default in any sinking fund or analogous payment referred to therein, legal proceedings may be instituted by the Closing DateTrustee on behalf of, or by, the Holder of such Security, on the terms and conditions set forth in this Indenture, directly against the Guarantor to enforce the Guarantees without first proceeding against the Company. The Guarantor shall be subrogated to all rights of the Holders of the Securities of a particular series against the Company in respect of any amounts paid by the Guarantor on account of such Security pursuant to the provisions of the Guarantees or this Indenture; provided, however, that the Guarantor shall -------- ------- not be entitled to enforce or to receive any payments arising out of, or based upon, such right of subrogation until the principal of (and premium, if any) and interest and Additional Amounts, if any, on all Securities of such series issued hereunder shall have been paid in full.

Guarantees. There shall be included in determining Consolidated EBITDA for Subject to the provisions of this Article Eleven, each Guarantor hereby jointly and severally unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Issuer or any periodof the other Guarantors to the Holders or the Trustee hereunder or thereunder, without duplication, that: (Aa) the Acquired EBITDA principal of any Personand interest on the Securities will be duly and punctually paid in full when due, propertywhether at maturity, business by acceleration or asset acquired by otherwise, and interest on the Borrower or any Restricted Subsidiary during such period overdue principal and (but not the Acquired EBITDA of any related Person, property, business or assets to the extent permitted by law) interest, if any, on the Securities and all other Obligations on the Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations on the Securities, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at final stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, for whatever reason, each Guarantor will be obligated to pay the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuer on the Securities. Each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Issuer, any action to enforce the same, whether or not so acquired)a Guarantee is affixed to any particular Security, or any other circumstance (other than payment) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Issuer, any right to require a proceeding first against the Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and the Guarantees. If any Holder or the Trustee is required by any court or otherwise to return to the Issuer or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Issuer or such Guarantor, any amount paid by the Issuer or such Guarantor to the Trustee or such Holder, the Guarantees, to the extent not subsequently soldtheretofore discharged, transferred or otherwise disposed by shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the Borrower or such Restricted Subsidiary during such period (each such Personone hand, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA Holders of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachSecurities and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) subject to this Article Eleven, the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioGuarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Section 6.02, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Guarantees. The Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Issuer for liquidation or reorganization, should the Issuer become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Issuer's assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment with respect Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such Acquired Entity payment or Business for such period (including performance had not been made. In the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the Lenders fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employee or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under the Administrative AgentGuarantees by reason of his, her or its status as such stockholder, officer, director, employee or incorporator. There The Guarantors shall have the right to seek contribution from the Issuer and any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that in no event shall any Guarantor's obligations under its Guarantee be subject to avoidance under any applicable fraudulent conveyance or similar law of any relevant jurisdiction. Therefore, in the event that the Guarantees would, but for this sentence, be subject to avoidance, then the liability of the Guarantors under the Guarantees shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and reduced to the extent necessary such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during that such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters Guarantees shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may not be subject to any adjustment set forth avoidance under the applicable fraudulent conveyance or similar law. Subject to the preceding limitation on liability, the Guarantee of each Guarantor constitutes a guarantee of payment in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datefull when due and not merely a guarantee of collectability.

Guarantees. There (a) Subject to this Article 13, each of the Guarantors hereby, as a primary obligor and not merely as surety, jointly and severally, unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee, the Collateral Agent and their successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (i) the principal of, premium, if any, and interest on, the Notes and such other Note Obligations will be promptly paid in full in cash when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders, the Trustee or the Collateral Agent hereunder or thereunder will be promptly paid in full in cash or performed, all in accordance with the terms hereof and thereof, and (ii) in case of any extension of time of payment or renewal of any Notes or any of such other obligations (including Note Obligations), that same will be promptly paid in full in cash when due or performed in accordance with the terms of the extension or renewal, whether at maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. (b) The Guarantors hereby agree that their obligations hereunder are unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any amendment, waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any other Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby unconditionally and irrevocably waives and agrees not to assert any claim, defense, setoff or counterclaim based on diligence, promptness, presentment, requirements for any demand or notice hereunder including any of the following: (i) any demand for payment or performance and protest and notice of protest; (ii) any notice of acceptance; (iii) any presentment, demand, protest or further notice or other requirements of any kind with respect to any Note Obligation (including any accrued but unpaid interest thereon) becoming immediately due and payable; and (iv) any other notice in respect of any Note Obligation or any part thereof, and any defense arising by reason of any disability or other defense of the Company or any Guarantor. Each Guarantor further unconditionally and irrevocably agrees not to (x) enforce or otherwise exercise any right of subrogation or any right of reimbursement or contribution or similar right against the Company or any Guarantor by reason of any Transaction Document or any payment made thereunder or (y) assert any claim, defense, setoff or counterclaim it may have against the Company or any other Guarantor or set off any of its obligations to the Company or any other Guarantor against obligations of such Guarantor to the Company or such other Guarantor. No obligation of any Guarantor hereunder shall be included in determining Consolidated EBITDA discharged other than by complete performance. Each Guarantor further waives any right such Guarantor may have under any applicable requirement of law to require the Trustee, the Collateral Agent or any Holder to seek recourse first against the Company or any other Person, or to realize upon any Collateral for any periodof the Note Obligations, without duplicationas a condition precedent to enforcing such Guarantor’s liability and obligations under this Article 13. (c) If any Holder, (A) the Acquired EBITDA of Trustee or the Collateral Agent is required by any Person, property, business court or asset acquired otherwise to return any amount paid by the Borrower Company or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets Guarantor to the extent not so acquired)Trustee, the Collateral Agent or such Holder, this Guarantee, to the extent theretofore discharged, will be reinstated in full force and effect. (d) Each Guarantor agrees that it will not subsequently sold, transferred or otherwise disposed by be entitled to any right of subrogation in relation to the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA Holders in respect of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA obligations guaranteed hereby until payment in full in cash of such Acquired Entity or Business or Converted Restricted Subsidiary for such period all obligations (including the portion thereof occurring prior to such acquisitionNote Obligations) guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders, the Trustee and the Collateral Agent, on the other hand, (B1) the maturity of the obligations guaranteed hereby may be accelerated as provided in Section 6.01(n) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of the obligations guaranteed hereby, and (2) in the event of any declaration of acceleration of such obligations as provided in Article 6, such obligations (whether or not due and payable) will forthwith become due and payable by the Guarantors for the purpose of this Guarantee. (e) Without limiting the joint and several obligations of the Guarantors to the Trustee, Collateral Agent and Holders, all Guarantors desire to allocate among themselves (collectively, the “Contributing Guarantors”), in a fair and equitable manner, their obligations arising under this Indenture. Accordingly, in the event any payment or distribution is made on any date by a Guarantor (a “Funding Guarantor”) under its Guarantee of the Notes such that its Aggregate Payments exceed its Fair Share as of such date, such Funding Guarantor shall be entitled to a contribution from each Acquired Entity or Business of the other Contributing Guarantors in an amount sufficient to cause each Contributing Guarantor’s Aggregate Payments to equal its Fair Share as of such date. “Fair Share” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (a) the amount ratio of (i) the Pro Forma Adjustment Fair Share Contribution Amount with respect to such Acquired Entity Contributing Guarantor, to (ii) the aggregate of the Fair Share Contribution Amounts with respect to all Contributing Guarantors, multiplied by (b) the aggregate amount paid or Business distributed on or before such date by all Funding Guarantors under its guarantee of the Notes in respect of the obligations guaranteed. “Fair Share Contribution Amount” means, with respect to a Contributing Guarantor as of any date of determination, the maximum aggregate amount of the obligations of such Contributing Guarantor under its guarantee of the Notes that would not render its obligations hereunder or thereunder subject to avoidance as a fraudulent transfer or conveyance under Section 548 of the Bankruptcy Code or any comparable applicable provisions of state law, provided that solely for purposes of calculating the Fair Share Contribution Amount with respect to any Contributing Guarantor for purposes of this Section 13.01, any assets or liabilities of such period Contributing Guarantor arising by virtue of any rights to subrogation, reimbursement or indemnification or any rights to or obligations of contribution hereunder shall not be considered as assets or liabilities of such Contributing Guarantor. “Aggregate Payments” means, with respect to a Contributing Guarantor as of any date of determination, an amount equal to (1) the aggregate amount of all payments and distributions made on or before such date by such Contributing Guarantor in respect of its guarantee of the Notes (including in respect of this Section 13.01), minus (2) the portion thereof occurring prior to aggregate amount of all payments received on or before such acquisition) date by such Contributing Guarantor from the other Contributing Guarantors as specified in contributions under this Section 13.01. The amounts payable as contributions hereunder shall be determined as of the date on which the related payment or distribution is made by the applicable Funding Guarantor. Each Guarantor is a certificate executed by a Responsible Officer and delivered third-party beneficiary to the Lenders and the Administrative Agent. There shall be excluded contribution agreement set forth in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition)this Section 13.01. Notwithstanding anything to the contrary contained hereincontrary, for purposes the Guarantors shall not have the right to seek contribution from the Company and any non-paying Guarantor until payment in full in cash of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Dateall Note Obligations.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets Subject to the extent not so acquired)provisions of this Article Fourteen, the Guarantors hereby irrevocably and unconditionally guarantee, jointly and severally, on a senior basis to each Holder of a Security authenticated and delivered hereunder and to the Trustee the due and punctual payment of the principal of, any premium and interest on, and any Additional Amounts with respect to such Security and the due and punctual payment of the sinking fund payments (if any) provided for pursuant to the terms of such Security, when and as the same shall become due and payable, whether at maturity, by acceleration, redemption, repayment or otherwise, and the due and punctual payment of interest on overdue principal of and premium, if any, and interest, if any, on the Securities, to the extent not subsequently soldlawful, transferred in accordance with the terms of such Security and of this Indenture, and the due and punctual performance of all other obligations of the Company, to the Holders or otherwise disposed the Trustee all in accordance with the terms of the Securities and this Indenture (the foregoing, collectively, the “Guaranteed Obligations”). In case of the failure of the Company punctually to pay any such principal, premium, interest, Additional Amounts, sinking fund payment or other amounts, each Guarantor hereby agrees to cause any such payment to be made punctually when and as the same shall become due and payable, whether at maturity, upon acceleration, redemption, repayment or otherwise, and as if such payment were made by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired Company. Each Guarantor hereby agrees that its obligations hereunder shall be as principal and not subsequently so disposed merely as surety, and shall be absolute, irrevocable and unconditional, irrespective of, an “Acquired Entity and shall be unaffected by, any invalidity, irregularity or Business”) unenforceability of any Security or this Indenture, any failure to enforce the provisions of any Security or this Indenture, or any waiver, modification, consent or indulgence granted with respect thereto by the Holder of such Security or the Trustee, the recovery of any judgment against the Company or any action to enforce the same, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of merger, insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest or notice with respect to any such Security or the Indebtedness evidenced thereby and all demands whatsoever, and covenants that no Guarantee will be discharged except by payment in full of the principal of, any premium and interest on, and any Additional Amounts and sinking fund payments required with respect to, the Securities and the Acquired EBITDA complete performance of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on all other obligations contained in the actual Acquired EBITDA Securities and this Indenture. The maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article Five for the purposes of this Article Fourteen. In the definition event of any declaration of acceleration of such obligations as provided in Article Five, such obligations (whether or not due and payable) shall forthwith become due and payable by each Guarantor for the purpose of this Article Fourteen. In addition, without limiting the foregoing provisions, upon the effectiveness of an acceleration under Article Five, the Trustee shall promptly make a demand for payment on the Securities under each Guarantee provided for in this Article Fourteen. If the Trustee or the Holder of any Security is required by any court or otherwise to return to the Company or any Guarantor, or any custodian, receiver, liquidator, trustee, sequestrator or other similar official acting in relation to the Company or any Guarantor, any amount paid to the Trustee or such Holder in respect of a Security, any Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor further agrees, to the fullest extent that it may lawfully do so, that, as between it, on the one hand, and the Holders and the Trustee, on the other hand, the maturity of the term “Permitted Acquisition,” compliance obligations guaranteed hereby may be accelerated as provided in Article Five hereof for the purposes of each Guarantee, notwithstanding any stay, injunction or other prohibition issued or imposed under any applicable bankruptcy law preventing such acceleration in respect of the obligations guaranteed hereby. Until this Indenture is discharged and all of the Securities are discharged and paid in full, each Guarantor hereby irrevocably waives and agrees not to exercise any claim or other rights which it may now or hereafter acquire against the Company that arise from the existence, payment, performance or enforcement of the Company’s obligations under the Securities or this Indenture and such Guarantor’s obligations under this Guarantee and this Indenture, in any such instance including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, indemnification, and any right to participate in any claim or remedy against the Company, whether or not such claim, remedy or right arises in equity, or under contract, statute or common law, including, without limitation, the right to take or receive from the Company, directly or indirectly, in cash or other property or by set-off or in any other manner, payment or security on account of such claim or other rights. If any amount shall be paid to any Guarantor in violation of the preceding sentence and any amounts owing to the Trustee or the Holders of Securities under the Securities, this Indenture, or any other document or instrument delivered under or in connection with such agreements or instruments, shall not have been paid in full, such amount shall be deemed to have been paid to such Guarantor for the benefit of, and held in trust for the benefit of, the Holders of the Securities, and shall forthwith be paid to the Trustee for the benefit of such Holders to be credited and applied to the Securities, whether matured or unmatured, in accordance with the covenant terms of this Indenture. Each Guarantor acknowledges that it will receive direct and indirect benefits from the financing arrangements contemplated by this Indenture and that the waiver set forth in this Section 7.11 and is knowingly made in contemplation of such benefits. Anything to the calculation of the Consolidated First Lien Net Leverage Ratiocontrary in this Indenture notwithstanding, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratioeach Guarantee by a Guarantor shall be, and the Consolidated Interest Coverage Ratiohereby is, an adjustment in respect of each Acquired Entity or Business equal limited to the maximum amount that can be guaranteed by the applicable Guarantor without rendering such Guarantee, as it relates to such Guarantor, voidable under any applicable law relating to fraudulent conveyance, fraudulent transfer or similar laws affecting the rights of the Pro Forma Adjustment creditors generally. Each Guarantee set forth in this Section 1401 shall not be valid and obligatory for any purpose with respect to a Security until the certificate of authentication of such Acquired Entity Security shall have been signed by or Business for such period (including on behalf of the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Trustee or any Authenticating Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA Each Guarantee is a guarantee of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed payment and not of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datecollection.

Guarantees. There Each Guarantor shall, on the date it executes and delivers a Guarantee hereunder, have the full corporate power, authority and capacity to execute and deliver such Guarantee and to perform all of its obligations to be performed thereunder; all corporate and other acts, conditions and things required to be done and performed or to have occurred prior to such execution and delivery to constitute such Guarantee as a valid and legally binding obligation of such Guarantor enforceable in accordance with its terms shall be included have been done and performed and shall have occurred in determining Consolidated EBITDA for due compliance with all applicable Laws; on the date of such execution and delivery, the execution, delivery and performance of such Guarantee by such Guarantor will not (i) violate any periodprovision of Law or any provision of the charter or bylaws of such Guarantor, or (ii) result in a breach of, a default under (including, without duplicationlimitation, (A) any event which with notice or lapse of time, or both, would constitute a breach of or a default under), or the Acquired EBITDA creation of any PersonLien on the properties or assets of such Guarantor, property, business or asset acquired by the Borrower Company or any Restricted other Subsidiary during of the Company under any Contract to which such period (but not Guarantor or the Acquired EBITDA Company or any other Subsidiary of any related Person, property, business the Company is a party or by which the properties or assets of such Guarantor, the Company or any other Subsidiary of the Company may be bound or affected; on the date of such execution and delivery, each Guarantee executed and delivered by a Guarantor shall constitute legal, valid, binding and unconditional obligations of the Guarantor executing and delivering it to the Lenders hereunder, enforceable in accordance with its terms, except to the extent not so acquiredthat the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) ; and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) foregoing representations and (B) for the purposes warranties of the definition of the term “Permitted Acquisition,” compliance Company shall be deemed for all purposes to have been made on each date when a Guarantee is delivered hereunder with the covenant set forth in Section 7.11 respect solely to that Guarantee and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to Guarantor so issuing such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There Each Guarantor shall, on the date it executes and ---------- delivers a Guarantee hereunder, have the full corporate power, authority and capacity to execute and deliver such Guarantee and to perform all of its obligations to be performed thereunder; all corporate and other acts, conditions and things required to be done and performed or to have occurred prior to such execution and delivery to constitute such Guarantee as a valid and legally binding obligation of such Guarantor enforceable in accordance with its terms shall be included have been done and performed and shall have occurred in determining Consolidated EBITDA for due compliance with all applicable Laws; on the date of such execution and delivery, the execution, delivery and performance of such Guarantee by such Guarantor will not (i) violate any periodprovision of Law or any provision of the charter or bylaws of such Guarantor, or (ii) result in a breach of, a default under (including, without duplicationlimitation, (A) any event which with notice or lapse of time, or both, would constitute a breach of or a default under), or the Acquired EBITDA creation of any PersonLien on the properties or assets of such Guarantor, property, business or asset acquired by the Borrower or any Restricted Subsidiary during of the Borrower under any Contract to which such period (but not Guarantor or the Acquired EBITDA of any related Person, property, business Borrower or the Borrower is a party or by which the properties or assets of such Guarantor or the Borrower may be bound or affected; on the date of such execution and delivery, each Guarantee executed and delivered by a Guarantor shall constitute legal, valid, binding and unconditional obligations of the Guarantor executing and delivering it to the Lenders hereunder, enforceable in accordance with its terms, except to the extent not so acquiredthat the enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or at law), to ; and the extent not subsequently sold, transferred or otherwise disposed by foregoing representations and warranties of the Borrower or such Restricted Subsidiary during such period (shall be deemed for all purposes to have been made on each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) date when a Guarantee is delivered hereunder with respect solely to that Guarantee and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during Guarantor so issuing such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There Subject to this Article X, each of the Subsidiary Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of Notes of each applicable series and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, such Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of, premium, if any, and interest on the Notes of each applicable series will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of, premium, if any, and interest on such Notes (at the applicable rate of interest or Yield to Maturity (in the case of Original Issue Discount Notes)), if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in the case of any extension of time of payment or renewal of any such Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Subsidiary Guarantors shall be included in determining Consolidated EBITDA for any periodjointly and severally obligated to pay the same immediately. Each Subsidiary Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Subsidiary Guarantors hereby agree that their obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes of any Personapplicable series or this Indenture, propertythe absence of any action to enforce the same, business any waiver or asset acquired consent by any Holder of such Notes with respect to any provisions hereof or thereof, the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Subsidiary during such period (but Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that this Guarantee shall not be discharged except by complete performance of the Acquired EBITDA obligations contained in the Notes of each applicable series and this Indenture or pursuant to Section 10.04. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Subsidiary Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Subsidiary Guarantors, any amount paid by either to the Trustee or such Holder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Subsidiary Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders of any series of Notes in respect of any obligations guaranteed hereby until payment in full of all obligations with respect to such Notes guaranteed hereby. Each Subsidiary Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Subsidiary Guarantors for the purpose of this Guarantee. The Subsidiary Guarantors shall have the right to seek contribution from any non paying Subsidiary Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There Each Guarantor shall, on the date it executes and delivers a Guarantee hereunder, have the full corporate power, authority and capacity to execute and deliver such Guarantee and to perform all of its obligations to be performed thereunder; all corporate and other acts, conditions and things required to be done and performed or to have occurred prior to such execution and delivery to constitute such Guarantee as a valid and legally binding obligation of such Guarantor enforceable in accordance with its terms shall be included have been done and performed and shall have occurred in determining Consolidated EBITDA for due compliance with all Laws; on the date of such execution and delivery, the execution, delivery and performance of such Guarantee by such Guarantor will not (i) violate any periodLaw or the charter or bylaws of such Guarantor, or (ii) result in a breach of, a default under (including, without duplicationlimitation, (A) any event which with notice or lapse of time, or both, would constitute a breach of or a default under), or the Acquired EBITDA creation of any PersonLien on the properties or assets of such Guarantor, property, business or asset acquired by the Borrower or any Restricted other Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of under any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA Contractual Obligation of such Acquired Entity Guarantor or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted other Subsidiary during of the Borrower (other than Permitted Liens); on the date of such period execution and delivery, each Guarantee executed and delivered by a Guarantor shall constitute legal, valid, binding and unconditional obligations of such Guarantor, enforceable in accordance with its terms, except to the extent that the enforceability thereof may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization or similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (each regardless of whether such Person, property, business enforcement is considered in a proceeding in equity or asset so sold or disposed of, a “Sold Entity or Business”) at law); and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any foregoing representations and warranties of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters Borrower shall be $124 million, $128 million, $150 million and $148 million, respectively, in deemed for all purposes to have been made on each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period date when a Guarantee is delivered hereunder with respect solely to any acquisitions, dispositions or conversions occurring after that Guarantee and the Closing DateGuarantor so issuing such Guarantee.

Guarantees. There shall be included in determining Consolidated EBITDA Subject to the provisions of this Article 12, each Guarantor hereby jointly and severally unconditionally guarantees to each Holder of a Security authenticated and made available for delivery by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any periodother Guarantors to the Holders or the Trustee hereunder, without duplication, that: (Aa) the Acquired EBITDA principal of any Personand interest on the Securities will be duly and punctually paid in full when due, propertywhether at maturity, business by acceleration or asset acquired by otherwise, and interest on the Borrower or any Restricted Subsidiary during such period overdue principal and (but not the Acquired EBITDA of any related Person, property, business or assets to the extent permitted by law) interest, if any, on the Securities and all other Obligations on the Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations on the Securities, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at final stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, for whatever reason, each Guarantor will be obligated to pay the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the obligations of the Company on the Securities. Each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularly or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, an action to enforce the same, whether or not so acquired)a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and the Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, the Guarantees, to the extent not subsequently soldtheretofore discharged, transferred or otherwise disposed by shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the Borrower or such Restricted Subsidiary during such period (each such Personone hand, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA Holders of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachSecurities and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) subject to this Article 12, the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioGuarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Section 6.02, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Guarantees. The Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment with respect Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such Acquired Entity payment or Business for such period (including performance had not been made. In the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the Lenders fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under the Administrative AgentGuarantees by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. There The Guarantors shall have the right to seek contribution from any non- paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that in no event shall any Guarantor's obligations under its Guarantee be subject to avoidance under any applicable fraudulent conveyance or similar law of any relevant jurisdiction. Therefore, in the event that the Guarantees would, but for this sentence, be subject to avoidance, then the liability of the Guarantors under the Guarantees shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and reduced to the extent necessary such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during that such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters Guarantees shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may not be subject to any adjustment set forth avoidance under the applicable fraudulent conveyance or similar law. Subject to the preceding limitation on liability, the Guarantee of each Guarantor constitutes a guarantee of payment in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datefull when due and not merely guarantee of collectibility.

Guarantees. There shall be included in determining Consolidated EBITDA for any period, without duplication, (Aa) the Acquired EBITDA of any Person, property, business or asset acquired The payment by the Borrower Company of all amounts due with respect to the Notes and the performance by the Company of its obligations under this Agreement will be absolutely and unconditionally guaranteed by the Reporting Entity and the Affiliates of the Reporting Entity (other than the Company) that (i) are obligors under the Bank Credit Agreement or a Material Credit Facility or (ii) guarantee the obligations of the obligors under the Bank Credit Agreement or such Material Credit Facility (together with any additional Affiliate who delivers a guaranty pursuant to Section 9.7, the “Guarantors”) pursuant to the guaranty agreement substantially in the form of Exhibit 2.2(a) attached hereto and made a part hereof (as the same may be amended, modified, extended or renewed, the “Affiliate Guaranty”). (b) Any instruments, documents and agreements pursuant to which the Reporting Entity or any Restricted Subsidiary during such period agrees to grant Liens in favor of a collateral agent (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or BusinessCollateral Agent”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes benefit of the definition holders of Notes are hereinafter referred to as the “Collateral Documents.” The Collateral Documents and the Affiliate Guaranty are hereinafter collectively referred to as the “Security Documents.” (c) [Reserved]. (d) If at any time the Reporting Entity or any Affiliate shall grant to any one or more of the term “Permitted Acquisition,” compliance Creditors security of any kind or provide any one or more of the Creditors with additional guaranties or other credit support of any kind pursuant to the covenant set forth in requirements of a Material Credit Facility, then the Reporting Entity or such Affiliate shall grant to the holders of the Notes the same security or guaranty so that the holders of the Notes shall at all times be secured on an equal and pro rata basis with such Creditors. All such additional guaranties or security shall be given to the holders of the Notes pursuant to Section 7.11 9.7 or 9.8, as applicable, of this Agreement. (e) The holders of the Notes agree that the obligations of any Affiliate (other than the Reporting Entity) under the Affiliate Guaranty and the calculation Liens of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment Collateral Documents in respect of each Acquired all or any part of the collateral therein described shall be automatically released and discharged without the necessity of further action on the part of the holders of the Notes if, and to the extent, (i) the corresponding guaranty or Lien given pursuant to the terms of any Material Credit Facility is released, (ii) such Affiliate is no longer, if applicable, a borrower or issuer under any Material Credit Facility and (iii) no Default or Event of Default shall have occurred and then be continuing or result therefrom (or should any Default or Event of Default then exist or result, at such later time as any such Default or Event of Default shall cease to exist or result therefrom), provided that in the event the Reporting Entity or Business equal to the amount of the Pro Forma Adjustment any Affiliate shall again become obligated under or with respect to such Acquired the previously discharged Affiliate Guaranty or Material Credit Facility, or again grant the discharged Lien, as the case may be, pursuant to the terms and provisions of the relevant Material Credit Facility, then the Lien granted by the Reporting Entity or Business for its Subsidiaries under a Collateral Document or the obligations of such period (including Affiliate under the portion Affiliate Guaranty, as the case may be, shall be reinstated and any release thereof occurring prior previously given shall be deemed null and void, and such Affiliate Guaranty shall again benefit the holders of the Notes on an equal and pro rata basis. Any release by the holders of the Notes under this Section 2.2(e) shall be deemed to such acquisition) as specified in a certificate executed by a Responsible Officer have occurred concurrently with the release and delivered discharge under the Material Credit Facilities. Further, any reinstatement of an Affiliate Guaranty or Lien pursuant to the Lenders terms hereof shall comply with the terms of Sections 9.7 and 9.8 hereof. The Reporting Entity shall promptly notify the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period holders of the Disposed EBITDA Notes of any Person, property, business or asset (other than release of an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due Affiliate Guaranty pursuant to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”this Section 2.2(e) and the Disposed EBITDA shall deliver evidence of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each release or discharge of a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity guaranty or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, Lien in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datecustomary form.

Guarantees. There Subject to this Article X, each of the Guarantors hereby, jointly and severally, irrevocably and unconditionally guarantees, on an unsecured basis, to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and interest and premium, if any, on the Notes shall be included promptly paid in determining Consolidated EBITDA full when due, whether at maturity, by acceleration, redemption, repurchase or otherwise, and interest on the overdue principal of and interest on the Notes, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder, including for any periodexpenses, without duplicationindemnification or otherwise, shall be promptly paid in full, all in accordance with the terms hereof and thereof; and (Ab) the Acquired EBITDA in case of any Personextension of time of payment or renewal of any Notes or any of such other obligations, propertythat same shall be promptly paid in full when due in accordance with the terms of the extension or renewal, business whether at stated maturity, by acceleration or asset acquired otherwise. Failing payment when due of any amount so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same promptly. Each Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance that might otherwise constitute a legal or equitable discharge or defense of a guarantor (other than payment in full of all of the obligations of the Company hereunder and under the Notes). Each Guarantor hereby waives, to the fullest extent permitted by law, diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by full payment of the obligations contained in the Notes and this Indenture or by release in accordance with the provisions of this Indenture. Each Guarantor also agrees to pay any and all costs and expenses (including reasonable attorneys’ fees) incurred by the Borrower Trustee or any Restricted Subsidiary during such period (but not Holder in enforcing any rights under this Section 10.01. If any Holder or the Acquired EBITDA of Trustee is required by any related Person, property, business court or assets otherwise to return to the extent not so acquired)Company, the Guarantors or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantors any amount paid either to such Holder or the Trustee, then this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Until terminated in accordance with Section 10.06 hereof, each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as provided in Article VI hereof, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any nonpaying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantee shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company’s assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment of the Pro Forma Adjustment Notes are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Notes or the Guarantees, whether as a “voidable preference,” “fraudulent transfer” or otherwise, all as though such payment had not been made. In the event that any payment or any part thereof is rescinded, reduced, restored or returned, the Notes shall, to the fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. In case any provision of any Guarantee shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. The Guarantee issued by any Guarantor shall be a general unsecured senior obligation of such Guarantor and shall be pari passu in right of payment with respect all existing and future senior Indebtedness of such Guarantor, if any. Each payment to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed be made by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There Guarantor in respect of its Guarantee shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA made without setoff, counterclaim, reduction or diminution of any Person, property, business kind or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datenature.

Guarantees. There Subject to Section 11.5, each of the Guarantors hereby, jointly and severally, unconditionally guarantees to each Holder of a Security authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, the Securities and the Obligations of the Company hereunder and thereunder, that: (a) the principal of, and accrued and unpaid cash interest (including any Additional Interest) on, the Securities shall be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at maturity, by acceleration or otherwise, and interest on overdue principal, interest on any accrued and unpaid cash interest, if any, and interest on any Additional Interest, if any, on the Securities, and all other payment Obligations of the Company to the Holders or all other Obligations of the Company to the Trustee hereunder or thereunder shall be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason the Guarantors shall be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same, the release of any Guarantee of any other Guarantor or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the Obligations contained in the Securities and this Indenture. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Holders and the Trustee, on the other hand, (Ax) the Acquired EBITDA maturity of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired), to the extent not subsequently sold, transferred or otherwise disposed by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article VI for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed thereby, and (y) in the event of any declaration of acceleration of such Obligations as provided in Article VI, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor as provided in Section 11.5 so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity Holders or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to Trustee under the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business Guarantees or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateIndenture.

Guarantees. There Subject to this Article 11, the Guarantor hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder and thereunder, that: (a) the principal of and interest and Liquidated Damages, if any, on the Notes will be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of and interest and Liquidated Damages, if any, on the Notes, if any, if lawful, and all other obligations of the Company to the Holders and the Trustee hereunder or thereunder will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantor shall be included in determining Consolidated EBITDA for any periodobligated to pay the same immediately. The Guarantor agrees that this is a guarantee of payment and not a guarantee of collection. The Guarantor hereby agrees that its obligations hereunder shall be unconditional, without duplicationirrespective of the validity, (A) regularity or enforceability of the Acquired EBITDA Notes or this Indenture, the absence of any Personaction to enforce the same, propertyany waiver or consent by any Holder of the Notes with respect to any provisions hereof or thereof, business or asset acquired by the Borrower recovery of any judgment against the Company, any action to enforce the same or any Restricted Subsidiary during such period (but other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. The Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenant that the Note Guarantees shall not be discharged except by complete performance of the Acquired EBITDA of obligations contained in the Notes and this Indenture. If any related Person, property, business Holder or assets the Trustee is required by any court or otherwise to return to the extent not so acquired)Company, the Guarantor or any custodian, trustee, liquidator or other similar official acting in relation to either the Company or the Guarantor, any amount paid by either to the Trustee or such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. The Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. The Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantor, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioNote Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition prevention such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (y) in the event of any declaration of acceleration of such obligations as proved in Article 6 hereof, such obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by the amount Guarantor for the purpose of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateNote Guarantees.

Guarantees. There Each of the Guarantors hereby, jointly and severally, unconditionally guarantees, to each Noteholder of a Note executed and delivered by the Company, irrespective of the validity and enforceability of this Agreement, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and premium and interest on the Notes shall be included promptly paid in determining Consolidated EBITDA for full when due, whether at Stated Maturity, by acceleration, redemption or otherwise, and interest on the overdue principal of (and any periodpremium) and interest on the Notes, without duplicationif any, if lawful, and all other obligations of the Company to the Noteholders hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (Ab) the Acquired EBITDA in case of any Person, property, business extension of time of payment or asset acquired by the Borrower renewal of any Notes or any Restricted Subsidiary during of such period (but not other obligations, that the Acquired EBITDA same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at Stated Maturity, by acceleration or otherwise. Failing payment when due of any related Personamount so guaranteed or any performance so guaranteed for whatever reason, propertythe Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, business irrespective of the validity, regularity or assets enforceability of the Notes or this Agreement, the absence of any action to enforce the same, any waiver or consent by any Noteholder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except by complete performance of the obligations contained in the Notes and this Agreement. If any Noteholder is required by any court or otherwise to return to the extent not so acquired)Company or Guarantors, or any Custodian, trustee, liquidator or other similar official acting in relation to either the Company or Guarantors, any amount paid by such Noteholder, this Guarantee, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Noteholders in respect of any obligations guaranteed hereby until payment in full of all obligations guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachNoteholders, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the Maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Section 11 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiothis Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby and (b) in the event of any declaration of acceleration of such obligations as provided in Section 11, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of this Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Noteholders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantees.

Guarantees. There shall be included in determining Consolidated EBITDA Subject to the provisions of this Article Eleven, each Guarantor hereby jointly and severally unconditionally guarantees to each Holder of a Security authenticated and made available for delivery by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Securities or the obligations of the Company or any periodother Guarantors to the Holders or the Trustee hereunder, without duplication, that: (Aa) the Acquired EBITDA principal of any Personand interest on the Securities will be duly and punctually paid in full when due, propertywhether at maturity, business by acceleration or asset acquired by otherwise, and interest on the Borrower or any Restricted Subsidiary during such period overdue principal and (but not the Acquired EBITDA of any related Person, property, business or assets to the extent permitted by law) interest, if any, on the Securities and all other Obligations on the Securities will be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Securities or any of such other Obligations on the Securities, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at final stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed, for whatever reason, each Guarantor will be obligated to pay the same immediately. An Event of Default under this Indenture or the Securities shall constitute an event of default under the Guarantees, and shall entitle the Holders of Securities to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Company on the Securities. Each of the Guarantors hereby agrees that its obligations hereunder shall be unconditional, irrespective of the validity, regularly or enforceability of the Securities or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities with respect to any provisions hereof or thereof, any release of any other Guarantor, the recovery of any judgment against the Company, any action to enforce the same, whether or not so acquired)a Guarantee is affixed to any particular Security, or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each of the Guarantors hereby waives the benefit of diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, protest, notice and all demands whatsoever and covenants that its Guarantee will not be discharged except by complete performance of the obligations contained in the Securities, this Indenture and the Guarantee. If any Holder or the Trustee is required by any court or otherwise to return to the Company or to any Guarantor, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or such Guarantor, any amount paid by the Company or such Guarantor to the Trustee or such Holder, the Guarantees, to the extent not subsequently soldtheretofore discharged, transferred or otherwise disposed by shall be reinstated in full force and effect. Each Guarantor further agrees that, as between it, on the Borrower or such Restricted Subsidiary during such period (each such Personone hand, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA Holders of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachSecurities and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) subject to this Article Eleven, the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Section 6.02 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioGuarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby, and (b) in the event of any acceleration of such obligations as provided in Section 6.02, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantors for the purpose of the Guarantees. The Guarantees shall remain in full force and effect and continue to be effective should any petition be filed by or against the Company for liquidation or reorganization, should the Company become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of the Company's assets, and shall, to the amount fullest extent permitted by law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Pro Forma Adjustment with respect Securities are, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligee on the Securities, whether as a "voidable preference," "fraudulent transfer" or otherwise, all as though such Acquired Entity payment or Business for such period (including performance had not been made. In the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Securities shall, to the Lenders fullest extent permitted by law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. No stockholder, officer, director, employer or incorporator, past, present or future, of any Guarantor, as such, shall have any personal liability under the Administrative AgentGuarantees by reason of his, her or its status as such stockholder, officer, director, employer or incorporator. There The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the exercise of such right does not impair the rights of the Holders under the Guarantees. Each Guarantor, and by its acceptance hereof each Holder, hereby confirms that it is the intention of all such parties that in no event shall any Guarantor's obligations under its Guarantee be subject to avoidance under any applicable fraudulent conveyance or similar law of any relevant jurisdiction. Therefore, in the event that the Guarantees would, but for this sentence, be subject to avoidance, then the liability of the Guarantors under the Guarantees shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and reduced to the extent necessary such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during that such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters Guarantees shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may not be subject to any adjustment set forth avoidance under the applicable fraudulent conveyance or similar law. Subject to the preceding limitation on liability, the Guarantee of each Guarantor constitutes a guarantee of payment in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Datefull when due and not merely a guarantee of collectability.

Guarantees. There shall Subject to this Article 10, each of the Guarantors hereby, jointly and severally, unconditionally guarantees, on a senior unsecured basis, to each Holder authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes held thereby and the Obligations of the Issuers hereunder and thereunder, that: (a) the principal of and interest and premium, if any, on the Notes will be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise, and interest on the overdue principal of and premium, and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent not permitted by law) interest on the Notes, and all other payment Obligations of the Issuers to the Holders or the Trustee hereunder or thereunder will be promptly paid in full and performed, all in accordance with the terms hereof and thereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other Obligations, the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, upon repurchase or redemption or otherwise. Failing payment when so acquired)due of any amount so guaranteed for whatever reason, the Guarantors will be jointly and severally obligated to pay the same immediately. An Event of Default under this Indenture or the Notes shall constitute an event of default under the Guarantees, and shall entitle the Holders to accelerate the obligations of the Guarantors hereunder in the same manner and to the same extent as the Obligations of the Issuers. The Guarantors hereby agree that their obligations hereunder shall be unconditional, irrespective of the validity, regularity or enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against an Issuer, any action to enforce the same or any other circumstance (other than complete performance) which might otherwise constitute a legal or equitable discharge or defense of a Guarantor. Each Guarantor further, to the extent permitted by law, hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of an Issuer, any right to require a proceeding first against an Issuer, protest, notice and all demands whatsoever and covenants that its Guarantee will not subsequently sold, transferred be discharged except by complete performance of the Obligations contained in the Notes and this Indenture. If any Holder or the Trustee is required by any court or otherwise disposed to return to an Issuer, the Guarantors, or any Custodian, Trustee or other similar official acting in relation to any of the Issuers or the Guarantors, any amount paid by an Issuer or any Guarantor to the Borrower Trustee or such Restricted Subsidiary during such period (each such PersonHolder, propertythe Guarantees, business or asset acquired to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently so disposed ofbe entitled to, an “Acquired Entity or Business”) and hereby waives, any right of subrogation in relation to the Holders in respect of any Obligations guaranteed hereby. Each Guarantor further agrees that, as between the Guarantors, on the one hand, and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (a) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Obligations guaranteed hereby may be accelerated as provided in Article 6 hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratioits Guarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Obligations guaranteed thereby, and (b) in the event of any declaration of acceleration of such Obligations as provided in Article 6 hereof, such Obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Guarantor for the purpose of its Guarantee. The Guarantors shall have the right to seek contribution from any non-paying Guarantor so long as the amount exercise of such right does not impair the rights of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including Holders under the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantees.

Guarantees. There The Parent Guarantor hereby unconditionally guarantees (the "Guarantee", and together with the other guarantees of the Securities, if any, the "Guarantees"), jointly and severally with each other Guarantor of the Securities of that series, if any, to each Holder of such Securities authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, irrespective of the validity and enforceability of this Indenture, such Securities or the obligations of the Company hereunder or thereunder, (i) the due and punctual payment of the principal of and any premium or interest on such Securities, whether at Maturity or on an Interest Payment Date, by acceleration, pursuant to an offer to purchase such Securities or otherwise, and interest on the overdue principal of and interest, if any, on such Securities, if lawful, and all other obligations of the Company to the Holders of such Securities or the Trustee hereunder or thereunder shall be included promptly paid in determining Consolidated EBITDA for any periodfull, without duplicationall in accordance with the terms hereof and thereof including all amounts payable to the Trustee under Section 6.07 hereof, and (Aii) the Acquired EBITDA in case of any Personextension of time of payment or renewal of any such Securities or any of such other obligations, propertythe same shall be promptly paid in full when due or to be performed in accordance with the terms of the extension or renewal, business whether at stated maturity, by acceleration or asset acquired otherwise. If the Company fails to make any payment when due of any amount so guaranteed for whatever reason, the Parent Guarantor of the Securities of that series shall be obligated, jointly and severally with each other such Guarantor, if any, to pay the same immediately. The Parent Guarantor hereby agrees that its obligations hereunder shall be continuing, absolute and unconditional, irrespective of, and shall be unaffected by, the validity, regularity or enforceability of the Securities, this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder of the Securities or the Trustee with respect to any provisions hereof or thereof, the recovery of any judgment against the Company, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of such Guarantor. The Parent Guarantor hereby waives diligence, presentment, demand of payment, demand of performance, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company, the benefit of discussion, protest, notice and all demand whatsoever and covenants that its Guarantee shall not be discharged except by complete performance of the obligations contained in the Securities guaranteed by such Guarantee, in this Indenture and in this Article Fifteen. If any Holder of Securities of a series guaranteed hereby or the Trustee is required by any court or otherwise to return to the Company or the Parent Guarantor of such Securities, or any custodian, trustee, liquidator or other similar official acting in relation to the Company or the Parent Guarantor, any amount paid by the Borrower Company or any Restricted Subsidiary during the Parent Guarantor of such period (but not the Acquired EBITDA of any related Person, property, business or assets Securities to the extent not so acquired)Trustee or such Holder, this Article Fifteen, to the extent theretofore discharged with respect to the Guarantee of such Securities, shall be reinstated in full force and effect. The Parent Guarantor agrees that it shall not subsequently sold, transferred or otherwise disposed be entitled to any right of subrogation in relation to the Holders of Securities of a series guaranteed hereby by the Borrower or Parent Guarantor in respect of any obligations guaranteed hereby by such Restricted Subsidiary during Guarantee until payment in full of all such period (each such Personobligations. The Parent Guarantor further agrees that, propertyas between the Parent Guarantor, business or asset acquired and not subsequently so disposed ofon the one hand, an “Acquired Entity or Business”) and the Acquired EBITDA Holders of any Unrestricted Subsidiary that is converted into Securities of a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based series guaranteed hereby by the Parent Guarantor and the Trustee on the actual Acquired EBITDA other hand, (i) the maturity of the obligations guaranteed hereby by such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) Guarantee may be accelerated as provided in Article Five hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioGuarantee, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations guaranteed hereby and (ii) in the event of any acceleration of such obligations as provided in Article Five hereof, such obligations (whether or Business equal not due and payable) shall forthwith become due and payable by the Parent Guarantor, jointly and severally with any other Guarantor of such Securities, if any, for the purpose of this Article Fifteen. In addition, without limiting the foregoing, upon the effectiveness of an acceleration under Article Five, the Trustee may make a demand for payment on the Securities under the Guarantee thereof not discharged. With respect to the amount Guarantee, the Parent Guarantor shall be subrogated to all rights of the Pro Forma Adjustment Holder of any Securities guaranteed hereby by such Guarantee against the Company in respect of any amounts paid to such Holder by the Parent Guarantor pursuant to the provisions of such Guarantee; provided that the Parent Guarantor shall not be entitled to enforce, or to receive any payments arising out of or based upon, such right of subrogation until the principal of and interest on all such Securities shall have been paid in full. The Guarantee provided in this Section 15.01 shall not be valid or become obligatory for any purpose with respect to a Security until the certificate of authentication on such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There Security shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) have been signed by the Borrower Trustee or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing Dateduly appointed agent.

Guarantees. There Subject to the provisions of this Article X, and in consideration of good and valuable consideration, the receipt of and sufficiency of which are hereby acknowledged, each Guarantor, jointly and severally, hereby unconditionally guarantees to each Holder of a Note authenticated and delivered by the Trustee and to the Trustee and its successors and assigns, that: (a) the principal of, and premium and interest and Liquidated Damages, if any, on the Notes shall be included duly and punctually paid in determining Consolidated EBITDA full when due, whether at maturity, by acceleration, call for any periodredemption, without duplicationupon a Change of Control Offer, upon an Asset Sale Offer or otherwise, and interest on overdue principal, and premium, if any, and (A) the Acquired EBITDA of any Person, property, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but not the Acquired EBITDA of any related Person, property, business or assets to the extent permitted by law) interest on any interest, if any, on the Notes and all other obligations of the Company to the Holders or the Trustee hereunder or under the Notes (including fees, expenses or other) shall be promptly paid in full or performed, all in accordance with the terms hereof; and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, the same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration, call for redemption, upon a Change of Control, upon an Asset Sale Offer or otherwise (collectively, the "Guarantee Obligations"). Failing payment when due of any Guarantee Obligation or failing performance of any other obligation of the Company to the Holders, for whatever reason, each Guarantor shall be obligated to pay, or to perform or to cause the performance of, the same immediately and before the failure to so pay becomes an Event of Default. An Event of Default under this Indenture or the Notes shall constitute an event of default under this Guarantee, and shall entitle the Trustee or the Holders of Notes to accelerate the Guarantee Obligations of each Guarantor hereunder in the same manner and to the same extent as the Obligations of the Company. (a) any right to require the Trustee, the Holders or the Company (each, a "Benefitted Party") to proceed against the Company, the Subsidiaries or any other Person or to proceed against or exhaust any security held by a Benefitted Party at any time or to pursue any other remedy in any secured party's power before proceeding against the Guarantors; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of any other Person or Persons or the failure of a Benefitted Party to file or enforce a claim against the estate (in administration, bankruptcy or any other proceeding) of any other Person or Persons; (c) demand, protest and notice of any kind (except as expressly required by this Indenture), including but not so acquired)limited to notice of the existence, creation or incurring of any new or additional Indebtedness or obligation or of any action or non-action on the part of the Guarantors, the Company, the Subsidiaries, any Benefitted Party, any creditor of the Guarantors, the Company or the Subsidiaries or on the part of any other Person whomsoever in connection with any obligations the performance of which are hereby guaranteed; (d) any defense based upon an election of remedies by a Benefitted Party, including but not limited to an election to proceed against the Guarantors for 100 reimbursement; (e) any defense based upon any statute or rule of law which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of the principal; (f) any defense arising because of a Benefitted Party's election, in any proceeding instituted under the Bankruptcy Law, of the application of Section 1111(b)(2) of the Bankruptcy Code; and (g) any defense based on any borrowing or grant of a security interest under Section 364 of the Bankruptcy Code. The Guarantors hereby covenant that, except as otherwise provided therein, the Guarantees shall not be discharged except by payment in full of all Guarantee Obligations, including the principal, premium, if any, and interest on the Notes and all other costs provided for under this Indenture or as provided in Section 8.1. If any Holder or the Trustee is required by any court or otherwise to return to either the Company or the Guarantors, or any trustee or similar official acting in relation to either the Company or the Guarantors, any amount paid by the Company or the Guarantors to the Trustee or such Holder, the Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each of the Guarantors agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any Guarantee Obligations hereby until payment in full of all such obligations guaranteed hereby. Each Guarantor agrees that, transferred or otherwise disposed by as between it, on the Borrower or such Restricted Subsidiary during such period (each such Personone hand, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA Holders of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachNotes and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations guaranteed hereby may be accelerated as provided in Article VI hereof for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratiohereof, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the Guarantee Obligations, and (y) in the event of any acceleration of such obligations as provided in Article VI hereof, such Guarantee Obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by such Guarantor for the amount purpose of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after the Closing DateGuarantee.

Guarantees. There Subject to the limitations set forth in Section 11.04, the Guarantors hereby, jointly and severally, unconditionally Guarantee to each Holder and to the Trustee and their respective successors and assigns, irrespective of the validity and enforceability of this Indenture, the Notes or the obligations of the Company hereunder or thereunder, that: (a) the principal of and premium, if any, and interest, including Additional Interest, if any, on the Notes shall be included promptly paid in determining Consolidated EBITDA for full when due, subject to any applicable grace period, without duplicationwhether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise, and interest on the overdue principal of and interest on premium, if any, and interest, including Additional Interest, if any, if lawful, and all other obligations of the Company to the Holders or the Trustee hereunder or thereunder shall be promptly paid in full or performed, all in accordance with the terms hereof and thereof; and (Ab) the Acquired EBITDA in case of any Person, property, business extension of time of payment or asset acquired by the Borrower renewal of any Notes or any Restricted Subsidiary during of such period (but not other obligations, that the Acquired EBITDA same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, subject to any applicable grace period, whether at Stated Maturity, by acceleration, redemption, required purchase or repurchase or otherwise. Failing payment when due, subject to any applicable grace period, of any related Personamount so Guaranteed or any performance so Guaranteed for whatever reason, propertythe Guarantors shall be jointly and severally obligated to pay the same immediately. The Guarantors hereby agree that their obligations hereunder shall be unconditional, business irrespective of the validity, regularity or assets enforceability of the Notes or this Indenture, the absence of any action to enforce the same, any waiver or consent by any Holder with respect to any provisions hereof or thereof, the recovery of any judgment against the Company or any Guarantor, any action to enforce the same or any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Company, any right to require a proceeding first against the Company or another Guarantor, protest, notice and all demands whatsoever and covenant that the Note Guarantees shall not be discharged except by complete performance of the obligations contained in the Indenture Documents. If any Holder or the Trustee is required by any court or otherwise to return to the extent not so acquired)Company or any of the Guarantors, or any Custodian or other similar official acting in relation to either the Company or any of the Guarantors, any amount paid either to the Trustee or to such Holder, the Note Guarantees, to the extent theretofore discharged, shall be reinstated in full force and effect. Each Guarantor agrees that it shall not subsequently soldbe entitled to any right of subrogation in relation to the Holders in respect of any obligations Guaranteed hereby until payment in full of all obligations Guaranteed hereby. Each Guarantor further agrees that, transferred or otherwise disposed by as between the Borrower or such Restricted Subsidiary during such period (each such PersonGuarantors, propertyon the one hand, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (eachHolders and the Trustee, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA other hand, (x) the maturity of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) obligations Guaranteed hereby may be accelerated as provided in Article 7 for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage RatioNote Guarantees, the Consolidated Secured Net Leverage Rationotwithstanding any stay, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment injunction or other prohibition preventing such acceleration in respect of each Acquired Entity the obligations Guaranteed hereby and (y) in the event of any declaration of acceleration of such obligations as provided in Article 7, such obligations (whether or Business equal to not due and payable) shall forthwith become due and payable by the amount Guarantors for the purpose of the Pro Forma Adjustment with respect Note Guarantees. The Guarantors shall have the right to such Acquired Entity or Business for such period (including seek contribution from any non-paying Guarantor so long as the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose exercise of such operations, only when and to right does not impair the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any rights of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in Trustee or the immediately preceding paragraph for any four-quarter period with respect to any acquisitions, dispositions or conversions occurring after Holders under the Closing DateNote Guarantees.

Guarantees. There shall be included in determining Consolidated EBITDA for any periodSubject to this Section 10, without duplicationeach of the Guarantors hereby, (A) the Acquired EBITDA of any Personjointly and severally, propertyfully and unconditionally guarantees, business or asset acquired by the Borrower or any Restricted Subsidiary during such period (but as primary obligor and not the Acquired EBITDA of any related Person, property, business or assets to the extent not so acquired)merely as surety, to the extent ULCA Collateral Agent for the benefit of the Secured Parties, irrespective of the validity and enforceability of this Agreement or the Borrower Obligations, that: (a) the Borrower Obligations shall be promptly paid in full when due, whether at maturity, by acceleration, redemption or otherwise, all in accordance with the terms hereof; and (b) in case of any extension of time of payment or renewal of any Borrower Obligations, that same shall be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. Failing payment when due of any amount so guaranteed or any performance so guaranteed for whatever reason, the Guarantors shall be jointly and severally obligated to pay the same immediately. Each Guarantor agrees that this is a guarantee of payment and not subsequently solda guarantee of collection. The Guarantors hereby agree that their obligations hereunder shall be unconditional, transferred irrespective of the validity, regularity or otherwise disposed enforceability of the Loan Documents, the absence of any action to enforce the same, any waiver or consent by the Borrower or such Restricted Subsidiary during such period (each such Person, property, business or asset acquired and not subsequently so disposed of, an “Acquired Entity or Business”) and the Acquired EBITDA of any Unrestricted Subsidiary that is converted into a Restricted Subsidiary during such period (each, a “Converted Restricted Subsidiary”), based on the actual Acquired EBITDA of such Acquired Entity or Business or Converted Restricted Subsidiary for such period (including the portion thereof occurring prior to such acquisition) and (B) for the purposes of the definition of the term “Permitted Acquisition,” compliance with the covenant set forth in Section 7.11 and the calculation of the Consolidated First Lien Net Leverage Ratio, the Consolidated Secured Net Leverage Ratio, the Consolidated Total Net Leverage Ratio, and the Consolidated Interest Coverage Ratio, an adjustment in respect of each Acquired Entity or Business equal to the amount of the Pro Forma Adjustment with respect to such Acquired Entity or Business for such period (including the portion thereof occurring prior to such acquisition) as specified in a certificate executed by a Responsible Officer and delivered to the Lenders and the Administrative Agent. There shall be excluded in determining Consolidated EBITDA for any period the Disposed EBITDA of any Person, property, business or asset (other than an Unrestricted Subsidiary) sold, transferred or otherwise disposed of or, closed or classified as discontinued operations (but if such operations are classified as discontinued due to the fact that they are subject to an agreement to dispose of such operations, only when and to the extent such operations are actually disposed of) by the Borrower or any Restricted Subsidiary during such period (each such Person, property, business or asset so sold or disposed of, a “Sold Entity or Business”) and the Disposed EBITDA of any Restricted Subsidiary that is converted into an Unrestricted Subsidiary during such period (each a “Converted Unrestricted Subsidiary”), based on the actual Disposed EBITDA of such Sold Entity or Business or Converted Unrestricted Subsidiary for such period (including the portion thereof occurring prior to such sale, transfer or disposition). Notwithstanding anything to the contrary contained herein, for purposes of determining Consolidated EBITDA under this Agreement for any period that includes any of the fiscal quarters ended on March 31, 2016, June 30, 2016, September 30, 2016 and December 31, 2016, Consolidated EBITDA for such fiscal quarters shall be $124 million, $128 million, $150 million and $148 million, respectively, in each case, as may be subject to any adjustment set forth in the immediately preceding paragraph for any four-quarter period Agent with respect to any acquisitionsprovisions hereof or thereof, dispositions the recovery of any judgment against the Borrower, any action to enforce the same or conversions occurring after any other circumstance which might otherwise constitute a legal or equitable discharge or defense of a guarantor. Each Guarantor hereby waives (to the Closing Dateextent permitted by law) diligence, presentment, demand of payment, filing of claims with a court in the event of insolvency or bankruptcy of the Borrower, any right to require a proceeding first against the Borrower, protest, notice and all demands whatsoever and covenants that this Guarantee shall not be discharged except pursuant to Section 9.20, and any rights of orden and excusión it may have by virtue of law or otherwise, as provided in Articles 2812 (two thousand eight hundred and twelve), 2814 (two thousand eight hundred and fourteen) and 2816 (two thousand eight hundred and sixteen) of the Mexican Federal Civil Code, and its relative articles of the civil code of any state of Mexico.