Common use of Future Subsidiary Guarantors Clause in Contracts

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.

Future Subsidiary Guarantors. If, after The Company will not permit any Restricted Subsidiary to Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Guarantor in excess (other than a Guarantee by a Foreign Subsidiary of the De Minimis AmountIndebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), then unless such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Trustee within 20 Business Days Notes or a Note Guarantee, any Guarantee of the date on which it Guaranteed or became an obligor such Restricted Subsidiary with respect to such Indebtedness; providedIndebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, howeveras the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, that the preceding such Restricted Subsidiary shall not apply to Subsidiaries be a Guarantor for all purposes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesIndenture. Notwithstanding the precedingpreceding paragraph, any Subsidiary Note Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall Guarantor will provide by its terms that it shall will be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness and discharged under the circumstances set forth in Section 11.05. The form of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited Note Guarantee is attached hereto as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.Exhibit C. ARTICLE FIVE

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic The Company and each Subsidiary Guarantor shall cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of Columbia of the Company which, after Xxxxx 00, 0000 (xx not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to the Indenture and thereby become a Subsidiary Guarantor which shall be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes); provided, however, that no Subsidiary meeting the requirements of this sentence which is an Inactive Subsidiary shall be required to become a Subsidiary Guarantor hereunder unless and until such date as such Subsidiary no longer is an Inactive Subsidiary (at which date such Subsidiary shall, if required by the terms of this sentence, become a Subsidiary Guarantor). In addition, the Company will not permit any Restricted Subsidiary that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to Guarantee any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then unless such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes a supplemental indenture and delivering it to the Trustee within 20 Business Days Indenture providing for the Guarantee of the date on payment of the Notes by such Restricted Subsidiary, which it Guaranteed Guarantee of the payment of the Notes shall be subordinated to the Guarantee of such other Indebtedness to the same extent as the Notes or became an obligor with respect the Subsidiary Guarantees, as applicable, are subordinated to such other Indebtedness; provided, however, that the preceding such Restricted Subsidiary shall not apply be required to Subsidiaries so Guarantee the payment of the Company Notes to the extent that have properly been designated as Unrestricted Subsidiaries in accordance such other Indebtedness does not exceed $1 million individually or, together with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor Guaranteed by such Restricted Subsidiary, $3 million in excess the aggregate. Such Restricted Subsidiary shall be deemed released from its obligations under the Guarantee of the De Minimis Amount. The Obligations payment of each the Notes at any such time that such Restricted Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be is released in accordance with from all of its obligations under its Guarantee of such other Indebtedness unless such release results from the provisions payment under such Guarantee of this Indenture described in Section 10.2other Indebtedness.

Future Subsidiary Guarantors. IfThe Company will not permit any Restricted Subsidiary, after the Issue Datedirectly or indirectly, to guarantee any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any other than the Credit Agreement, the Aetna Note, the Aetna Purchase Option and the Aetna Amended MSA (to the extent they constitute Indebtedness) and Hedging Obligations permitted by this Indenture ("Guaranteed Indebtedness") unless (i) such Restricted Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary and delivering it (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee. If the Guaranteed Indebtedness is pari passu with the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated to the Trustee within 20 Business Days Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the date on which it Subsidiary Guarantee at least to the extent that all Guaranteed or became an obligor with respect Indebtedness is subordinated to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesNotes. Notwithstanding the precedingforegoing, any Subsidiary Guarantee of by a Domestic Restricted Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee and discharged upon the release or otherwise be an obligor with respect to any other Indebtedness discharge of the Company guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited release by, or as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2a result of, payment under such guarantee.

Future Subsidiary Guarantors. If, after After the Issue Date, the Company will cause each Restricted Subsidiary created or acquired by the Company to 57 51 execute and deliver to the Trustee a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any Domestic and interest on the Securities on a senior subordinated basis. The obligations of each Restricted Subsidiary under its Subsidiary Guarantee will be subordinated to the Guarantor Senior Indebtedness of such Restricted Subsidiary on substantially the same terms as the Securities are subordinated to the Senior Indebtedness. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to the Company or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than the Company or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of the Company that Company, which sale or disposition is not an Immaterial Subsidiary and that is not already a otherwise in compliance with this Indenture (including Section 3.7), such Subsidiary Guarantor Guarantees shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the extent that all obligations of such Subsidiary Guarantor under all of its guarantees of, and under all of its pledges of assets or otherwise becomes an obligor with respect to other security interests which secure, any other Indebtedness of the Company shall also terminate upon such release, sale or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2transfer.

Future Subsidiary Guarantors. If, after (a) The Company shall not permit any Restricted Subsidiary to Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Guarantor in excess (other than a Foreign Subsidiary guaranteeing the Indebtedness of the De Minimis Amount, then any other Foreign Subsidiary) unless (i) such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) on the Securities on a senior basis and all other obligations under this Indenture except that if such Indebtedness is by its express terms subordinated in right of payment to the Trustee within 20 Business Days Securities or a Subsidiary Guarantee, any Guarantee of the date on which it Guaranteed or became an obligor such Restricted Subsidiary with respect to such IndebtednessIndebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Securities or the applicable Subsidiary Guarantee, as the case may be; provided(ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, howeverany rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that the preceding (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, subject to bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and general principles of equity; provided that this paragraph (a) shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect applicable to any other Indebtedness Guarantee by any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (y) that Guarantees the payment of obligations of the Company or any other Restricted Subsidiary Guarantor in excess under the Senior Credit Facility; provided, further that such Senior Credit Facility does not include Indebtedness Incurred pursuant to a registered offering of securities under the Securities Act or a private placement of securities (including under Rule 144A or Regulation S) pursuant to an exemption from the registration requirements of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Securities Act.

Future Subsidiary Guarantors. If, after The Company will not permit any Restricted Subsidiary (other than any Foreign Subsidiary or any Receivables Subsidiary) to Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary, unless such Restricted Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations of the Company under this Indenture on a senior basis; provided that, if such Indebtedness is by its express terms subordinated in right of payment to the Trustee within 20 Business Days Notes or a Note Guarantee, any Guarantee of the date on which it Guaranteed or became an obligor such Restricted Subsidiary with respect to such Indebtedness; providedIndebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Note Guarantee, howeveras the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, that the preceding such Restricted Subsidiary shall not apply to Subsidiaries be a Guarantor for all purposes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesIndenture. Notwithstanding the precedingpreceding paragraph, any Subsidiary Note Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall Guarantor will provide by its terms that it shall will be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness and discharged under the circumstances set forth in Section 11.05. The form of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited Note Guarantee is attached hereto as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.Exhibit C. ARTICLE FIVE

Future Subsidiary Guarantors. If, (a) The Company shall cause each of its future Restricted Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, any Domestic a soon as practicable after it becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will guarantee the payment of the Company that is not an Immaterial Subsidiary and that is not already Notes as either a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of JV Subsidiary Guarantor. Notwithstanding the foregoing, the Company may elect to have such future Restricted Subsidiary (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee or any JV Subsidiary Guarantor in excess of Guarantee at the De Minimis Amounttime such entity becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it provided that, after giving effect to the Trustee within 20 Business Days Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (other than Exempted Subsidiaries) that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the date on which it Guaranteed such Person becomes a Restricted Subsidiary or became ceases to be an obligor with respect Exempted Subsidiary. Each such Restricted Subsidiary and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Other Non-Guarantor Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.105

Future Subsidiary Guarantors. If, after After the Issue Date, the Company will cause each Restricted Subsidiary that is organized under the laws of the United States of America, any Domestic State thereof or the District of Columbia to execute and deliver to the Trustee a supplemental indenture, substantially in the form of Exhibit C hereto, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Securities on a senior secured basis and all other obligations of the Company that is not an Immaterial Subsidiary and that is not already under this Indenture. Notwithstanding the foregoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the ABL Credit Agreement or otherwise becomes an obligor with respect to any the Term Loan Credit Agreement and (2) all other Indebtedness of the Company or any and its Restricted Subsidiaries and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in excess of the De Minimis Amountreliance on its status as a Subsidiary Guarantor under Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b), then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic such Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it Guarantor shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amountand discharged. The Obligations obligations of each Subsidiary Guarantor shall be limited to the maximum amount as described shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the ABL Credit Agreement and the Term Loan Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in Section 10.2respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor Guarantee shall only be released in accordance with Article XI. Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, Mortgages (in substantially the same form as those executed and delivered with respect to the Collateral) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but in no greater scope)) as may be necessary to vest in the Collateral Agent or Control Agent, as applicable, a perfected security interest) having the priority specified in the Intercreditor Agreement subject to no Liens other than Permitted Liens in properties and assets that constitute Collateral as security for the Securities or the Subsidiary Guarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture described relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such perfected third priority (or any other priority as permitted under the Intercreditor Agreement) security interest, as applicable, in Section 10.2any such property or asset requires the consent of a third party, the Company shall use commercially reasonable efforts to obtain such consent; provided, further, however, that if after the use of commercially reasonable efforts, such third party does not consent to such perfected security interest on an asset or property that would constitute as immaterial portion of the Collateral, Subsidiary Guarantor shall not be required to provide such security interest.

Future Subsidiary Guarantors. If, From and after the Issue Date, any the Company will cause each Person that becomes a Wholly Owned Domestic Subsidiary of the Company (other than an Excluded Subsidiary), and each other Domestic Subsidiary that is not an Immaterial Subsidiary and a borrower under the Senior ABL Facility or that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other guarantees payment of Indebtedness of the Company under any Credit Facility or any Capital Markets Securities, to execute and deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such Domestic Subsidiary Guarantor in excess will guarantee payment of the De Minimis AmountNotes, then whereupon such Domestic Subsidiary will become a Subsidiary Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtednessfor all purposes under this Indenture; provided, however, that any such guarantee described under clause (x) or (y) by a Person in effect at the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance time such Person is acquired by or merged or consolidated with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of into the Company or any other Restricted Subsidiary (and not created with, or in contemplation of, such acquisition, merger or consolidation) shall not trigger an obligation to guarantee the Notes so long as the aggregate principal amount of guaranteed Indebtedness relying on this proviso, together with the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 407(a), shall not exceed $300.0 million at any time outstanding. Within 90 days of so becoming a Subsidiary Guarantor, the Company will also cause such Subsidiary Guarantor to execute and deliver such documents and instruments as shall be reasonably necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in excess favor of the De Minimis AmountNote Collateral Agent, as and to the extent provided in Section 1503. The Obligations of each In addition, the Company may cause any Subsidiary that is not a Subsidiary Guarantor shall be limited as described in Section 10.2. Each so to guarantee payment of the Notes and become a Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Guarantor.

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have been properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.

Future Subsidiary Guarantors. If, after the Issue Date, (a) The Company shall not permit any current or future Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to the payment of any other Indebtedness of the Company or any other Restricted Subsidiary Guarantor or otherwise become an obligor, including as a co-borrower, under a Credit Facility, unless (i) such Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in excess the form attached as Exhibit D hereto, providing for a Subsidiary Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis, all of the De Minimis Amount. The Obligations obligations of each the Company and the other Subsidiary Guarantor Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior basis and all other obligations under this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Subsidiary Guarantees, as the case may be, any such Guarantee of such Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Domestic Subsidiary's Subsidiary Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Domestic Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Domestic Subsidiary under its Subsidiary Guarantee of the Notes so long as any of the Notes remain outstanding; and (iii) such Domestic Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes valid, binding and enforceable obligations of such Domestic Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions enforcement thereof is subject to general principles of this Indenture described in Section 10.2equity.

Future Subsidiary Guarantors. If, after The Company will not permit any Restricted Subsidiary to Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Guarantor in excess (other than a Guarantee by a Foreign Subsidiary of the De Minimis AmountIndebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), then unless such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Trustee within 20 Business Days Notes or a Note Guarantee, any Guarantee of the date on which it Guaranteed or became an obligor such Restricted Subsidiary with respect to such Indebtedness; providedIndebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or the Note Guarantees, howeveras the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, that the preceding such Restricted Subsidiary shall not apply to Subsidiaries be a Guarantor for all purposes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesIndenture. Notwithstanding the precedingpreceding paragraph, any Subsidiary Note Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall Guarantor will provide by its terms that it shall will be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness and discharged under the circumstances set forth in Section 11.05. The form of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited Note Guarantee is attached hereto as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.Exhibit C.

Future Subsidiary Guarantors. If, after the Issue Date, The Company shall not permit any current or future Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to the payment of any other Indebtedness of the Company or any other Restricted Subsidiary Guarantor or otherwise become an obligor, including as a co-borrower, under a Credit Facility, unless (i) such Domestic Subsidiary simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in excess the form attached as Exhibit D hereto, providing for a Subsidiary Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis, all of the De Minimis Amount. The Obligations obligations of each the Company and the other Subsidiary Guarantor Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any and interest on the Notes on a senior basis and all other obligations under this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Subsidiary Guarantees, as the case may be, any such Guarantee of such Domestic Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Domestic Subsidiary’s Subsidiary Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Domestic Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Domestic Subsidiary under its Subsidiary Guarantee of the Notes so long as any of the Notes remain outstanding; and (iii) such Domestic Subsidiary shall deliver to the Trustee an opinion of counsel to the effect that (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Domestic Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions enforcement thereof is subject to general principles of this Indenture described in Section 10.2equity.

Future Subsidiary Guarantors. IfThe Company shall cause ---------------------------- (1) each Domestic Restricted Subsidiary that Incurs Indebtedness and (2) each Foreign Restricted Subsidiary that Incurs Material Indebtedness to become a Subsidiary Guarantor, after and, if applicable, execute and deliver to the Issue Date, any Domestic Trustee a supplemental indenture in the form set forth in Exhibit C pursuant to which such Restricted Subsidiary will guarantee payment of the Securities; provided that the Company that is shall not an Immaterial cause any Special Purpose -------- Subsidiary and that is not already to become a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with unless such Special Purpose Subsidiary Incurs Indebtedness other than Indebtedness in respect to any other Indebtedness of the Company Credit Agreement (or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it Refinancing Indebtedness Incurred to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to Refinance such Indebtedness) or FCC Debt; providedprovided further that in the event that a Subsidiary ---------------- Guarantor no longer has outstanding, however, that other than the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the precedingSubsidiary Guarantee, any Indebtedness (in the case of a Domestic Restricted Subsidiary) or Material Indebtedness (in the case of a Foreign Restricted Subsidiary), the Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2terminate. Each Subsidiary Guarantor shall Guarantee will be released in accordance with limited to an amount not to exceed the provisions maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of this Indenture described in Section 10.2creditors generally.

Future Subsidiary Guarantors. No later than the Separation Date, the Subsidiaries of the Company that Guarantee or are required to guarantee the Company’s obligations under the Credit Agreement will become Subsidiary Guarantors by executing one or more supplements to this Indenture substantially in the form of Exhibit B hereto and delivering them to the Trustee. If, after the Issue Separation Date, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Subsidiary Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic The Company and each Subsidiary Guarantor will cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of Columbia of the Company which, after December 17, 2001 (if not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to this Indenture and thereby become a Subsidiary Guarantor which shall be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes); provided, however, that PPM Cranes, Inc. will not be a Subsidiary Guarantor unless PPM Cranes, Inc. has not transferred substantially all of its assets to another Subsidiary Guarantor on or prior to February 28, 2002. If substantially all of the assets of PPM Cranes, Inc. are not transferred to another Subsidiary Guarantor on or prior to February 28, 2002, PPM Cranes, Inc. will execute and deliver an indenture supplemental to this Indenture and thereby become a Subsidiary Guarantor of the Notes. In addition, the Company will not permit any Restricted Subsidiary that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to Guarantee any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then unless such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes a supplemental indenture and delivering it to the Trustee within 20 Business Days Indenture providing for the Guarantee of the date on payment of the Notes by such Restricted Subsidiary, which it Guaranteed Guarantee of the payment of the Notes shall be subordinated to the Guarantee of such other Indebtedness to the same extent as the Notes or became an obligor with respect the Subsidiary Guarantees, as applicable, are subordinated to such other Indebtedness; provided, however, that the preceding such Restricted Subsidiary shall not apply be required to Subsidiaries so Guarantee the payment of the Company Notes to the extent that have properly been designated as Unrestricted Subsidiaries in accordance such other Indebtedness does not exceed $1 million individually or, together with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor Guaranteed by such Restricted Subsidiary, $3 million in excess the aggregate. Such Restricted Subsidiary shall be deemed released from its obligations under the Guarantee of the De Minimis Amount. The Obligations payment of each the Notes at any such time that such Restricted Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be is released in accordance with from all of its obligations under its Guarantee of such other Indebtedness unless such release results from the provisions payment under such Guarantee of this Indenture described in Section 10.2other Indebtedness.

Future Subsidiary Guarantors. If, after The Company will not permit any Restricted Subsidiary to Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Guarantor in excess (other than a Guarantee by a Foreign Subsidiary of the De Minimis Amount, then Indebtedness of a Foreign Subsidiary) unless (i) such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it to several basis, the Trustee within 20 Business Days full and prompt payment of the date principal of, premium, if any, and interest (including Additional Interest, if any) on which it the Securities and all other obligations under this Indenture on a senior subordinated basis except that (A) if the Securities or, if the issuer of the Indebtedness being Guaranteed or became an obligor is a Subsidiary Guarantor, its Subsidiary Guarantee is subordinated in right of payment to such Indebtedness, the Subsidiary Guarantee to be issued shall be subordinated to such Restricted Subsidiary’s Guarantee with respect to such IndebtednessIndebtedness substantially to the same extent as the Securities or the applicable Subsidiary Guarantee, as the case may be, is subordinated to such Indebtedness under this Indenture and (B) if such Indebtedness is by its express terms subordinated in right of payment to the Securities or a Subsidiary Guarantee, any Guarantee of such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Subsidiary Guarantee substantially to the same extent as such Indebtedness is subordinated to the Securities or the applicable Subsidiary Guarantee, as the case may be; provided(ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, howeverany rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee; and (iii) such Restricted Subsidiary shall deliver to the Trustee an Opinion of Counsel to the effect that the preceding (A) such Subsidiary Guarantee has been duly executed and authorized and (B) such Subsidiary Guarantee constitutes a valid, binding and enforceable obligation of such Restricted Subsidiary, subject to bankruptcy, insolvency or similar laws (including, without limitation, all laws relating to fraudulent transfers) and general principles of equity; provided that this paragraph shall not apply be applicable to Subsidiaries any Guarantee by any Restricted Subsidiary (x) that (A) existed at the time such Person became a Restricted Subsidiary and (B) was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary or (y) that Guarantees the payment of obligations of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesor any Restricted Subsidiary under the Senior Credit Facility. Notwithstanding the precedingforegoing and the other provisions of this Indenture, any Subsidiary Guarantee of by a Domestic Restricted Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as and discharged if: (i) the sale or other disposition is in compliance with this Indenture, including Section 3.5, Section 3.9 and Section 4.1; and (ii) all the obligations of such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect under any agreements relating to any Indebtedness of the Company or its Restricted Subsidiaries terminate upon consummation of such transaction. In addition, a Subsidiary Guarantor will be released from its obligations under this Indenture, its Subsidiary Guarantee and, if applicable, the Registration Rights Agreement: (i) if applicable, the Guarantee which resulted in the issuance of such Subsidiary Guarantee is released and discharged in full and such Restricted Subsidiary has not issued a Guarantee of other Indebtedness of the Company or any its Restricted Subsidiaries that has not been released and discharged in full (other Subsidiary Guarantor than Guarantees referred to in excess the final provision of the De Minimis Amount. The Obligations of each preceding paragraph), (ii) the Company designates such Subsidiary Guarantor shall be limited as described in Section 10.2. Each an Unrestricted Subsidiary Guarantor shall be released in accordance and such designation complies with the other applicable provisions of this Indenture described or (iii) in Section 10.2connection with any legal defeasance of the Securities in connection with the terms of this Indenture. The obligations of a Subsidiary Guarantor under its Subsidiary Guarantee will be limited as necessary to prevent its Subsidiary Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law.

Future Subsidiary Guarantors. If, after The Issuer shall cause each Restricted Subsidiary that guarantees any Bank Indebtedness to execute and deliver to the Issue Date, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing Trustee a supplemental indenture substantially in the form of Exhibit C-1 hereto pursuant to which such Restricted Subsidiary shall guarantee the Issuer’s Obligations under the Notes and delivering it this Indenture on the same second-priority secured basis, as well as to execute and deliver a joinder to the Intercreditor Agreement and to execute and deliver to the Trustee within 20 Business Days such Security Documents as are necessary to perfect Liens created on all assets of such Restricted Subsidiary to the extent required pursuant to Section 4.12 and Section 4.13; it being understood and agreed that for any such Restricted Subsidiary that executes such supplemental indenture dated the Acquisition Date, such supplemental indenture shall be substantially in the form attached as Exhibit C-2 hereto; and it being further understood and agreed that for any such Restricted Subsidiary organized under the laws of Belgium, Germany or Luxembourg that otherwise executes such supplemental indenture and provides a Guarantee, such supplemental indenture shall contain the applicable limitations as to such Guarantee substantially in the form included in the supplemental indenture attached as Exhibit C-2 hereto. If following the date of this Indenture and notwithstanding anything in Section 9.02 to the contrary, any Restricted Subsidiary incorporated, organized or formed, as the case may be, under the laws of any jurisdiction outside the United States shall be required to execute a Guarantee and the Issuer shall reasonably determine that Section 12.02 or any applicable provision set forth in Exhibit C-2 hereto shall not adequately address the limitations on such Guarantee imposed by applicable law of the date on which it Guaranteed jurisdiction of incorporation, organization or became an obligor with respect formation, as the case may be, of any such future Guarantor; then the Issuer shall be entitled to amend such Indebtedness; provided, however, that the preceding shall not apply clauses or add such additional provisions (including any related modifications to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with a supplement to this Indenture or a Guarantee, substantially in the form of Exhibit C-1 hereto), as the case may be, in order for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant Guarantor not to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2so violate applicable law.

Future Subsidiary Guarantors. IfThe Company shall cause ----------------------------- (1) each Domestic Restricted Subsidiary that Incurs Indebtedness and (2) each Foreign Restricted Subsidiary that Incurs Material Indebtedness to become a Subsidiary Guarantor, after and, if applicable, execute and deliver to the Issue Date, any Domestic Trustee a supplemental indenture in the form set forth in Exhibit C pursuant to which such Restricted Subsidiary will guarantee payment of the Securities; provided that -------- the Company that is shall not an Immaterial cause any Special Purpose Subsidiary and that is not already to become a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with unless such Special Purpose Subsidiary Incurs Indebtedness other than Indebtedness in respect to any other Indebtedness of the Company Credit Agreement (or any Refinancing Indebtedness Incurred to Refinance such Indebtedness) or FCC Debt; provided -------- further that in the event that a Subsidiary Guarantor no longer has outstanding ------- any Indebtedness (in excess the case of a Domestic Restricted Subsidiary) or Material Indebtedness (in the De Minimis Amountcase of a Foreign Restricted Subsidiary), then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2terminate. Each Subsidiary Guarantor shall Guarantee will be released in accordance with limited to an amount not to exceed the provisions maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of this Indenture described in Section 10.2creditors generally.

Future Subsidiary Guarantors. IfThe Company will cause each Restricted Subsidiary that Guarantees, after on the Issue DateDate or any time thereafter, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of to execute and deliver to the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it to several basis, the Trustee within 20 Business Days full and prompt payment of the date principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on which it Guaranteed or became an obligor with respect to such Indebtedness; provideda senior basis and all other obligations under this Indenture. Notwithstanding the foregoing, however, that in the preceding shall not apply to Subsidiaries event any Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted and its Restricted Subsidiaries. Notwithstanding , then the preceding, any Subsidiary Guarantee of a Domestic such Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it Guarantor shall be automatically and unconditionally released at or discharged; provided that such time Restricted Subsidiary has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 unless such Subsidiary Guarantor ceases Guarantor's obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the second paragraph of Section 3.3. Any such Subsidiary Guarantee or otherwise will be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. governed by Article X. Each Subsidiary Guarantor Guarantee shall be released in accordance with the provisions of this Indenture described in under Section 10.2.

Future Subsidiary Guarantors. IfThe Company will cause each Restricted Subsidiary that Guarantees, after on the Issue DateDate or any time thereafter, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of to execute and deliver to the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing Initial Holder or the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on a senior subordinated secured basis and all other obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Trustee within 20 Business Days Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the date on which it Guaranteed Initial Holder or became an obligor with respect Trustee, the Collateral Agent and the holders of the Securities a perfected and at least third-priority security interest in any Collateral held by such Restricted Subsidiary, subject to such Indebtedness; providedPermitted Liens. Notwithstanding the foregoing, however, that in the preceding shall not apply to Subsidiaries event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Indebtedness under the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company that have properly been designated and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Floating Rate Notes, and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as Unrestricted Subsidiaries a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in accordance with this Indenture for so long as they continue full and discharged or are otherwise permitted to constitute Unrestricted Subsidiaries. Notwithstanding be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the precedingsecond paragraph of Section 3.2, any then the Subsidiary Guarantee and the obligations of a Domestic such Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it Guarantor under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2discharged.

Future Subsidiary Guarantors. IfThe Company may not permit any Restricted Subsidiary, after the Issue Datedirectly or indirectly, to guarantee any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any other than the Credit Agreement ("Guaranteed Indebtedness") unless (i) such Restricted Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture and delivering it to the Trustee within 20 Business Days Indenture providing for a Subsidiary Guarantee of payment of the date on which it Guaranteed Notes by such Restricted Subsidiary and (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or became an obligor with respect to such Indebtedness; providedtake the benefit or advantage of, howeverany rights of reimbursement, that the preceding shall not apply to Subsidiaries of indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee. If the Guaranteed Indebtedness is pari passu with the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated to the Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue all Guaranteed Indebtedness is subordinated to constitute Unrestricted Subsidiariesthe Notes. Notwithstanding the precedingforegoing, any Subsidiary Guarantee of by a Domestic Restricted Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee and discharged upon the release or otherwise be an obligor with respect to any other Indebtedness discharge of the Company guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited release by, or as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2a result of, payment under such guarantee.

Future Subsidiary Guarantors. If, after The Company will not permit any Restricted Subsidiary to Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary Guarantor in excess (other than a Guarantee by a Foreign Subsidiary of the De Minimis AmountIndebtedness of a Foreign Subsidiary or a Guarantee by a Receivables Subsidiary), then unless such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Trustee within 20 Business Days Notes or a Note Guarantee, any Guarantee of the date on which it Guaranteed or became an obligor such Restricted Subsidiary with respect to such Indebtedness; providedIndebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Note Guarantee, howeveras the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, that the preceding such Restricted Subsidiary shall not apply to Subsidiaries be a Guarantor for all purposes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesIndenture. Notwithstanding the precedingpreceding paragraph, any Subsidiary Note Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall Guarantor will provide by its terms that it shall will be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness and discharged under the circumstances set forth in Section 11.05. The form of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited Note Guarantee is attached hereto as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.Exhibit C.

Future Subsidiary Guarantors. IfThe Issuers shall cause each Spectrum Entity that is a wholly-owned Domestic Subsidiary that is formed or acquired following the Issue Date to execute and deliver to the Second-Priority Trustee a supplemental indenture pursuant to which such domestic wholly-owned Restricted Subsidiary will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Second-Priority Notes on a senior secured basis and all other obligations under this Second-Priority Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue DateDate shall also become a party to the applicable Second-Priority Security Documents and shall as promptly as practicable execute and deliver such security instruments, any Domestic Subsidiary financing statements and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but no greater scope)) as may be necessary to vest in the Second-Priority Collateral Agent a second-priority security interest (subject to Permitted Liens or Permitted Spectrum Liens in the case of Spectrum Assets) in the manner and to the extent set forth in the Second-Priority Security Documents and this Second-Priority Indenture in properties and assets of the Company that is not an Immaterial Subsidiary type constituting Collateral as security for the Second-Priority Notes or the Guarantees, and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the thereupon all provisions of this Second-Priority Indenture described in Section 10.2relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect.

Future Subsidiary Guarantors. If, (a) The Company shall cause each of its future Restricted Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, any Domestic promptly upon becoming a Restricted Subsidiary or ceasing to be an Exempted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will guarantee the payment of the Company that is not an Immaterial Subsidiary and that is not already Notes as either a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of JV Subsidiary Guarantor. Notwithstanding the foregoing, the Company may elect to have such future Restricted Subsidiary (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee or any JV Subsidiary Guarantor in excess of Guarantee at the De Minimis Amounttime such entity becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it provided that, after giving effect to the Trustee within 20 Business Days Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (other than Exempted Subsidiaries) that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the date on which it Guaranteed such Person becomes a Restricted Subsidiary or became ceases to be an obligor with respect to Exempted Subsidiary. Each such Indebtedness; provided, however, Restricted Subsidiary and its Restricted Subsidiaries that the preceding shall do not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any provide a Subsidiary Guarantee of or a Domestic JV Subsidiary that was incurred pursuant Guarantee will also be referred to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Other Non-Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Subsidiaries.

Future Subsidiary Guarantors. If, after (a) The Company shall not permit any of its current or future Domestic Subsidiaries (other than QS Wholesale) to either (1) Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company Company, QS Wholesale or any other Restricted Subsidiary Guarantor in excess or (2) otherwise become an obligor, including as a co-borrower, under a Credit Facility Incurred pursuant to clause (1) of the De Minimis AmountSection 3.3(b), then unless (i) such Domestic Subsidiary will become a Guarantor by executing simultaneously (x) executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit C hereto, providing for a Notes Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall fully and delivering it unconditionally Guarantee, on a joint and several basis, all of the obligations of the Issuers and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior basis and all other obligations under this Indenture and (y) executes and delivers supplements and/or joinders to the Trustee within 20 Business Days applicable Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Domestic Subsidiary to the same extent as that set forth in this Indenture and the Security Documents and take all actions required by the Security Documents to perfect such Lien; provided that if such Indebtedness is by its express terms subordinated in right of payment to the date on which it Guaranteed Notes or became an obligor the Notes Guarantees, as the case may be, any such Guarantee of such Domestic Subsidiary with respect to such IndebtednessIndebtedness shall be subordinated in right of payment to such Domestic Subsidiary’s Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; provided, however, that the preceding (ii) such Domestic Subsidiary waives and shall not apply to Subsidiaries in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company, QS Wholesale or any other Restricted Subsidiary as a result of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for any payment by such Domestic Subsidiary under its Notes Guarantee so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding any of the preceding, any Subsidiary Guarantee of a Notes remain outstanding; and (iii) such Domestic Subsidiary that was incurred pursuant shall deliver to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be the Trustee an obligor Opinion of Counsel with respect to any other Indebtedness of corporate matters in connection with its Notes Guarantee, in form and substance reasonably satisfactory to the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Trustee.

Future Subsidiary Guarantors. If, after the Issue Date, The Company shall cause each Domestic Restricted Subsidiary (other than a Receivables Entity) that Guarantees any Domestic Subsidiary Indebtedness of the Company that is not an Immaterial Subsidiary (other than Indebtedness and that is not already a Subsidiary Guarantor other obligations under the Senior Credit Agreement, the Senior Subordinated Notes and the Guarantees or otherwise becomes an obligor with respect to any of other Indebtedness of the Company consisting solely of Guarantees of Indebtedness of one or any Subsidiary Guarantor in excess more of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture Company’s Subsidiaries) to execute and delivering it deliver to the Trustee within 20 Business Days a supplemental indenture, in the form set forth as Exhibit C, pursuant to which such Subsidiary will Guarantee payment of the date Securities. The obligations of each Guarantor, if any, under its Notes Guarantee will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor (including, without limitation, any guarantees under the Senior Credit Agreement and the Senior Subordinated Notes Indenture) and after giving effect to any collections from or payments made by or on which it Guaranteed or became an obligor with behalf of any other Guarantor in respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries obligations of such other Guarantor under its Notes Guarantee, result in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesthe obligations of such Guarantor under its Notes Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law and not otherwise being void or voidable under any similar laws affecting the rights of creditors generally. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary A Guarantor shall be released from its obligations under its Notes Guarantee upon the occurrence of certain events as specified in accordance with the provisions of this Indenture described in Section 10.2supplemental indenture constituting its Notes Guarantee.

Future Subsidiary Guarantors. If, after After the Issue Date, any Domestic Subsidiary of the Company will cause each Restricted Subsidiary that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture to execute and delivering it deliver to the Trustee within 20 Business Days a supplemental indenture, substantially in the form of Exhibit C hereto, pursuant to which such Restricted Subsidiary shall unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the date principal of, premium, if any, and interest in respect of the Securities on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries a senior secured basis and all other obligations of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with under this Indenture for so long as they continue to constitute Unrestricted SubsidiariesIndenture. Notwithstanding the precedingforegoing, in the event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantees of (1) the Credit Agreement and (2) all other Indebtedness of the Company and its Restricted Subsidiaries and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as a Subsidiary Guarantor under Section 3.3 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in full and discharged or are otherwise permitted to be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under Section 3.3(b), then the Subsidiary Guarantee of a Domestic such Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it Guarantor shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amountand discharged. The Obligations obligations of each Subsidiary Guarantor shall be limited to the maximum amount as described shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in Section 10.2respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor Guarantee shall only be released in accordance with Article XI. Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreement and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of trust (in substantially the same form as those executed and delivered with respect to the Collateral) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date (but in no greater scope)) as may be necessary to vest in the Collateral Agent a perfected second priority security interest (subject to Permitted Liens) in properties and assets that constitute Collateral as security for the Securities or the Subsidiary Guarantees and as may be necessary to have such property or asset added to the applicable Collateral as required under the Collateral Documents and this Indenture, and thereupon all provisions of this Indenture described relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect; provided, however, that if granting such second priority security interest in Section 10.2any such property or asset requires the consent of a third party, the Company shall use commercially reasonable efforts to obtain such consent; provided, further, however, that if after the use of commercially reasonable efforts, such third party does not consent to the second priority security interest on an asset or property that would constitute as immaterial portion of the Collateral, Subsidiary Guarantor shall not be required to provide such security interest.

Future Subsidiary Guarantors. If, after the Issue Date, The Company will cause each Material Restricted Subsidiary (other than a Receivables Entity or Foreign Subsidiary that does not guarantee any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess Restricted Subsidiary) created, designated or acquired by the Company or one or more of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture its Restricted Subsidiaries to execute and delivering it deliver to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any a Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as which such Subsidiary Guarantor ceases will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any and interest on the Securities on a senior secured basis. In addition, the Company will cause such Material Restricted Subsidiary to Guarantee become a party to the Collateral Documents and take such actions necessary or otherwise advisable to grant to the Collateral Agent, for the benefit of itself and the Holders, a perfected security interest in any Collateral held by such Material Restricted Subsidiary, subject to Permitted Liens. The obligations of each Subsidiary Guarantor will be an obligor with respect limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any other Indebtedness collections from or payments made by or on behalf of the Company or any other Subsidiary Guarantor in excess respect of the De Minimis Amount. The Obligations obligations of each such other Subsidiary Guarantor shall be limited as described under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in Section 10.2the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor Guarantee shall be released in accordance with the provisions of this Indenture described in Section 10.210.1.

Future Subsidiary Guarantors. If, after The Company will not permit any Restricted Subsidiary (other than any Foreign Subsidiary or any Receivables Subsidiary) to Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary, unless such Restricted Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that, if such Indebtedness is by its express terms subordinated in right of payment to the Trustee within 20 Business Days Notes or a Note Guarantee, any Guarantee of the date on which it Guaranteed or became an obligor such Restricted Subsidiary with respect to such Indebtedness; providedIndebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Note Guarantee, howeveras the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, that the preceding such Restricted Subsidiary shall not apply to Subsidiaries be a Guarantor for all purposes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesIndenture. Notwithstanding the precedingpreceding paragraph, any Subsidiary Note Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall Guarantor will provide by its terms that it shall will be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness and discharged under the circumstances set forth in Section 11.05. The form of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited Note Guarantee is attached hereto as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.Exhibit C. ARTICLE FIVE

Future Subsidiary Guarantors. IfThe Company will cause each Restricted Subsidiary that Guarantees, after on the Issue DateDate or any time thereafter, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of to execute and deliver to the De Minimis AmountInitial Holder or the Trustee, then such Domestic Subsidiary will become a Guarantor by executing as applicable, a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on a senior subordinated secured basis and all other obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Trustee within 20 Business Days Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the date on which it Guaranteed Initial Holder or became an obligor with respect Trustee, the Collateral Agent and the holders of the Securities a perfected and at least third-priority security interest in any Collateral held by such Restricted Subsidiary, subject to such Indebtedness; providedPermitted Liens. Notwithstanding the foregoing, however, that in the preceding shall not apply to Subsidiaries event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Indebtedness under the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company that have properly been designated and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Floating Rate Notes and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as Unrestricted Subsidiaries a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in accordance with this Indenture for so long as they continue full and discharged or are otherwise permitted to constitute Unrestricted Subsidiaries. Notwithstanding be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the precedingsecond paragraph of Section 3.2, any then the Subsidiary Guarantee and the obligations of a Domestic such Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it Guarantor under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2discharged.

Future Subsidiary Guarantors. IfThe Company shall cause ----------------------------- (1) each Domestic Restricted Subsidiary that Incurs Indebtedness and (2) each Foreign Restricted Subsidiary that Incurs Material Indebtedness to become a Subsidiary Guarantor, after and, if applicable, execute and deliver to the Issue Date, any Domestic Trustee a supplemental indenture in the form set forth in Exhibit C pursuant to which such Restricted Subsidiary will guarantee payment of the Securities; provided that -------- the Company that is shall not an Immaterial cause any Special Purpose Subsidiary and that is not already to become a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with unless such Special Purpose Subsidiary Incurs Indebtedness other than Indebtedness in respect to any other Indebtedness of the Company Credit Agreement (or any Refinancing Indebtedness Incurred to Refinance such Indebtedness) or FCC Debt; provided -------- further that in the event that a Subsidiary Guarantor in excess of no longer has outstanding, ------- other than the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the precedingGuarantee, any Indebtedness (in the case of a Domestic Restricted Subsidiary) or Material Indebtedness (in the case of a Foreign Restricted Subsidiary), the Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2terminate. Each Subsidiary Guarantor shall Guarantee will be released in accordance with limited to an amount not to exceed the provisions maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Subsidiary Guarantee, as it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of this Indenture described in Section 10.2creditors generally.

Future Subsidiary Guarantors. If, after the Issue Date, The Company will cause each Material Restricted Subsidiary (other than a Receivables Entity or Foreign Subsidiary that does not guarantee any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess Restricted Subsidiary) created, designated or acquired by the Company or one or more of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture its Restricted Subsidiaries to execute and delivering it deliver to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any a Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as which such Subsidiary Guarantor ceases will unconditionally Guarantee, on a joint and several basis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, and premium and interest, if any, on, the Notes on a senior secured basis. In addition, the Company will (A) pledge the Capital Stock of each Material Restricted Subsidiary (other than any Receivables Entity) and 65% of each First Tier Foreign Subsidiary pursuant to Guarantee the Security Documents and (B) cause each such Material Restricted Subsidiary (other than any Receivables Entity) to become a party to the applicable Security Documents, and in each case take such actions necessary or otherwise advisable to grant to the Collateral Trustee, for the benefit of itself and the holders of the Notes and any other Shared Lien Obligations, a perfected security interest in any Collateral held by such Material Restricted Subsidiary or such Capital Stock, as applicable, subject to Permitted Liens. The obligations of each Subsidiary Guarantor will be an obligor with respect limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor and after giving effect to any other Indebtedness collections from or payments made by or on behalf of the Company or any other Subsidiary Guarantor in excess respect of the De Minimis Amount. The Obligations obligations of each such other Subsidiary Guarantor shall be limited as described under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in Section 10.2the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor Guarantee shall be released in accordance with the provisions of this Indenture described in Section 10.2.

Future Subsidiary Guarantors. If, after After the Issue Date, any Domestic Holdings will cause each Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor which Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture Holdings to execute and delivering it deliver to the Trustee within 20 Business Days a Subsidiary Guarantee pursuant to which such Subsidiary Guarantor will unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the date principal of, premium, if any and interest on which it Guaranteed or became an obligor the Securities on the same terms as the Guarantee of such Indebtedness except that if such Indebtedness is a Subordinated Obligation, any such Guarantee of such Restricted Subsidiary with respect to such IndebtednessIndebtedness shall be subordinated to such Subsidiary Guarantor's Subsidiary Guarantee of the Securities to the same extent as such Indebtedness is subordinated to the Securities. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the Credit Agreement) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell its assets to Holdings or another Subsidiary Guarantor without limitation. Each Subsidiary Guarantor will be permitted to consolidate with or merge into or sell all or substantially all its assets to a corporation, partnership or trust other than Holdings or another Subsidiary Guarantor (whether or not affiliated with the Subsidiary Guarantor). Upon the sale or disposition of a Subsidiary Guarantor (by merger, consolidation, the sale of all or substantially all of its assets) to a Person (whether or not an Affiliate of the Subsidiary Guarantor) which is not a Subsidiary of Holdings, which sale or disposition is otherwise in compliance with this Indenture (including the covenant described under Section 3.7 of this Indenture, such Subsidiary Guarantor shall be deemed released from all its obligations under this Indenture and its Subsidiary Guarantee and such Subsidiary Guarantee shall terminate; provided, however, that any such termination shall occur only to the preceding shall not apply to Subsidiaries extent that all obligations of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee under all of its guarantees of, and under all of its pledges of assets or otherwise be an obligor with respect to other security interests which secure, any other Indebtedness of the Company Holdings shall also terminate upon such release, sale or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2transfer.

Future Subsidiary Guarantors. If, after The Co-Issuer will not permit the Issue Date, Company or any Domestic other Restricted Subsidiary of the Company that is Co-Issuer, directly or indirectly, to Guarantee any Indebtedness of the Co-Issuer (except the Indebtedness of the Co- Issuer under a guarantee of Indebtedness of one or more of its Restricted Subsidiaries). The Co-Issuer will not an Immaterial permit any Restricted Subsidiary and that is not already a Subsidiary Guarantor Guarantees of the Co-Issuer, directly or otherwise becomes an obligor with respect indirectly, to Guarantee any other Indebtedness of the Company or any Subsidiary Guarantor in excess (except the Indebtedness of the De Minimis Amount, then Company under a guarantee of Indebtedness of one or more of the Company’s Restricted Subsidiaries) unless such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture and delivering it to the Trustee within 20 Business Days Indenture providing for the Guarantee of the date payment of the principal of, premium and Additional Interest, if any, and interest on the Notes by such Restricted Subsidiary, which it Guaranteed Guarantee shall be (1) senior to or became an obligor pari passu with respect such Restricted Subsidiary’s Guarantee of or pledge to secure such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries other Senior Indebtedness of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue and (2) senior to constitute Unrestricted Subsidiariessuch Restricted Subsidiary’s Guarantee of or pledge to secure such Subordinated Obligations of the Company. Notwithstanding the precedingforegoing, any such Guarantee by a Restricted Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 the Notes shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee and discharged upon any sale, exchange or otherwise be an obligor with respect transfer, to any Person other Indebtedness than a Restricted Subsidiary of the Company or any other Subsidiary Guarantor in excess Co-Issuer, of all of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described Co-Issuer’s stock in, or all or substantially all the assets of, such Restricted Subsidiary, which sale, exchange or transfer is made in Section 10.2. Each Subsidiary Guarantor shall be released in accordance compliance with the applicable provisions of this Indenture described in Section 10.2the Indenture.

Future Subsidiary Guarantors. If, after The Company will not permit any Restricted Subsidiary (other than any Foreign Subsidiary or any Receivables Subsidiary) to Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Indebtedness of any other Restricted Subsidiary, unless such Restricted Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Notes and all other obligations under this Indenture on a senior basis; provided that, if such Indebtedness is by its express terms subordinated in right of payment to the Trustee within 20 Business Days Notes or a Note Guarantee, any Guarantee of the date on which it Guaranteed or became an obligor such Restricted Subsidiary with respect to such Indebtedness; providedIndebtedness shall be subordinated in right of payment to such Restricted Subsidiary’s Note Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes or such Note Guarantee, howeveras the case may be. The obligations of a Subsidiary Guarantor under its Note Guarantee will be limited as necessary to prevent its Note Guarantee from constituting a fraudulent conveyance or fraudulent transfer under applicable law. Thereafter, that the preceding such Restricted Subsidiary shall not apply to Subsidiaries be a Guarantor for all purposes of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesIndenture. Notwithstanding the precedingpreceding paragraph, any Subsidiary Note Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall Guarantor will provide by its terms that it shall will be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness and discharged under the circumstances set forth in Section 11.05. The form of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited Note Guarantee is attached hereto as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.Exhibit C.

Future Subsidiary Guarantors. If, (a) The Company shall cause each of its future Restricted Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, any Domestic a soon as practicable after it becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will guarantee the payment of the Company that is not an Immaterial Subsidiary and that is not already Notes as either a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of JV Subsidiary Guarantor. Notwithstanding the foregoing, the Company may elect to have such future Restricted Subsidiary (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee or any JV Subsidiary Guarantor in excess of Guarantee at the De Minimis Amounttime such entity becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it provided that, after giving effect to the Trustee within 20 Business Days Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (other than Exempted Subsidiaries) that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the date on which it Guaranteed such Person becomes a Restricted Subsidiary or became ceases to be an obligor with respect Exempted Subsidiary. Each such Restricted Subsidiary and its Restricted Subsidiaries that do not provide a Subsidiary Guarantee or a JV Subsidiary Guarantee will also be referred to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Other Non-Guarantor Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2.103

Future Subsidiary Guarantors. If, If the Company shall acquire or create after the Issue Date, directly or indirectly, another Domestic Restricted Subsidiary (including upon any Domestic Unrestricted Subsidiary of the Company that is not ceasing to be an Immaterial Unrestricted Subsidiary and that is not already becoming a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis AmountDomestic Restricted Subsidiary), then such newly acquired or created Domestic Restricted Subsidiary will shall execute a Note Guarantee and a supplemental indenture evidencing its Guarantee of the Notes and deliver an opinion of counsel in accordance with the terms of this Indenture. The Company may elect, from time to time, on or after the Issue Date, to cause one or more other Restricted Subsidiaries to become a Subsidiary Guarantor by executing a Note Guarantee and a supplemental indenture and delivering it evidencing its Guarantee of the Notes. The Company shall also deliver an Opinion of Counsel to the Trustee within 20 Business Days stating that such Note Guarantee and supplemental indenture comply with the applicable provisions of this Indenture and that all conditions precedent have been met. As of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; providedIssue Date, however, that the preceding shall not apply to Subsidiaries (i) ABI Corporation holds Capital Stock of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee and (ii) ABI Acquisitions 1 plc holds Capital Stock of a Domestic Restricted Subsidiary that was incurred pursuant and certain instruments representing Indebtedness of ABI Acquisition 2 plc. The Company will not permit either of ABI Corporation or ABI Acquisition 1 plc to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at have any other assets or to conduct any other business activities until such time as such Subsidiary Guarantor ceases to entity executes a Note Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released and a supplemental indenture in accordance with the provisions of this Indenture described Section. In the event of a sale or other disposition of all of the assets of any Subsidiary Guarantor by way of merger, consolidation or otherwise, or a sale or other disposition of all of the Capital Stock of any Subsidiary Guarantor, then such Subsidiary Guarantor (in the event of a sale or other disposition, by way of such a merger, consolidation or otherwise, of all of the Capital Stock of such Subsidiary Guarantor) or the corporation acquiring the property (in the event of a sale or other disposition of all of the assets of such Subsidiary Guarantor) will be released and relieved of any obligations under its Note Guarantee, PROVIDED that such sale or other disposition is permitted by and the Net Proceeds of such sale or other disposition are applied in accordance with Section 10.24.13.

Future Subsidiary Guarantors. If, From and after the Issue Date, any the Company will cause each Person that becomes a Wholly Owned Domestic Subsidiary of the Company (other than an Excluded Subsidiary), and each other Domestic Subsidiary that is not an Immaterial Subsidiary and a borrower under the Senior ABL Facility or that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other guarantees payment of Indebtedness of the Company under any Credit Facility or any Capital Markets Securities, to execute and deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such Domestic Subsidiary Guarantor in excess will guarantee payment of the De Minimis AmountNotes, then whereupon such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee for all purposes under this Indenture; provided that any such guarantee described under clause (x) or otherwise be an obligor (y) by a Person in effect at the time such Person is acquired by or merged or consolidated with respect to any other Indebtedness of or into the Company or any other Restricted Subsidiary (and not created with, or in contemplation of, such acquisition, merger or consolidation) shall not trigger an obligation to guarantee the Notes so long as the aggregate principal amount of guaranteed Indebtedness relying on this proviso, together with the aggregate principal amount of Indebtedness incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to Section 407(a), shall not exceed $300.0 million at any time outstanding. Within 90 days of so becoming a Subsidiary Guarantor, the Company will also cause such Subsidiary Guarantor to execute and deliver such documents and instruments as shall be reasonably necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in excess favor of the De Minimis AmountNote Collateral Agent, as and to the extent provided in Section 1503. The Obligations of each In addition, the Company may cause any Subsidiary that is not a Subsidiary Guarantor shall be limited as described in Section 10.2. Each so to guarantee payment of the Notes and become a Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Guarantor.

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic The Company shall cause each Wholly Owned Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred is a borrower or guarantor under the CEI Credit Agreement to execute and deliver to the Trustee (i) a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Subsidiary will guarantee the Company’s obligations under the Notes and this Indenture and shall comply with the additional requirements of Section 13.06 and (ii) joinders to Security Documents or new Security Documents and take all actions required by such Security Documents to perfect the Liens created thereunder. Notwithstanding the foregoing, certain of the Company’s Wholly Owned Restricted Subsidiaries that are guarantors under the CEI Credit Agreement that are gaming licensees or registered holding companies of gaming licensees under New Jersey gaming laws shall not be required to become Subsidiary Guarantors unless and until such guarantees are approved by the New Jersey Division of Gaming Enforcement. Upon receipt of any such approvals, (i) the Company and the applicable Wholly Owned Restricted Subsidiaries shall execute any and all further documents, agreement and instruments, and take all such further actions as necessary under this Indenture in order to evidence the guarantee of the Notes by such Wholly Owned Restricted Subsidiaries, including, without limitation, the execution and delivery of a supplemental indenture to this Indenture and (ii) such Wholly Owned Restricted Subsidiaries shall execute and deliver to the Collateral Agent or the Trustee joinders to Security Documents or new Security Documents and take all actions required by such Security Documents to perfect the Liens created thereunder to the extent required by the Security Documents (in each case, to the extent such Wholly Owned Restricted Subsidiaries are not otherwise excluded from the requirement to provide a guarantee pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Indenture).

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic The Company shall cause each Wholly Owned Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred is a borrower or guarantor under the CEI Credit Agreement to execute and deliver to the Trustee (i) a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Subsidiary will guarantee the Company’s obligations under the Notes and this Indenture and shall comply with the additional requirements of Section 13.06 and (ii) joinders to Security Documents or new Security Documents and take all actions required by such Security Documents to perfect the Liens created thereunder. Notwithstanding the foregoing, certain of the Company’s Wholly Owned Restricted Subsidiaries that are guarantors under the CEI Credit Agreement that are gaming licensees or registered holding companies of gaming licensees under New Jersey gaming laws shall not be required to become Subsidiary Guarantors unless and until such Note Guarantees are approved by the New Jersey Division of Gaming Enforcement. Within twenty Business Days after receipt of any such approvals, (i) the Company and the applicable Wholly Owned Restricted Subsidiaries shall execute any and all further documents, agreement and instruments, and take all such further actions as necessary under this Indenture in order to evidence the Note Guarantee by such Wholly Owned Restricted Subsidiaries, including, without limitation, the execution and delivery of a supplemental indenture to this Indenture and (ii) such Wholly Owned Restricted Subsidiaries shall execute and deliver to the Collateral Agent or the Trustee joinders to Security Documents or new Security Documents and take all actions required by such Security Documents to perfect the Liens created thereunder to the extent required by the Security Documents (in each case, to the extent such Wholly Owned Restricted Subsidiaries are not otherwise excluded from the requirement to provide a Note Guarantee pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Indenture).

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic The Issuer shall cause each Wholly Owned Restricted Subsidiary of the Company that is not an Immaterial Excluded Subsidiary and that is not already guarantees or becomes a borrower under the Credit Agreement or that guarantees any other Bank Indebtedness of the Issuer or any of the Subsidiary Guarantor Guarantees Guarantors, within 60 days of such triggering event, to execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Restricted Subsidiary will guarantee payment of the Notes and to execute and deliver joinders to the Notes Security Documents and any other filings or otherwise becomes an obligor agreements, in each case to the extent required to create and perfect the security interests of the Notes Collateral Agent for the benefit of itself, the Trustee and the holders (provided that with respect to any other Indebtedness actions taken with respect to the granting and/or perfection of security interests, notwithstanding the foregoing, no such actions shall be required to be taken in advance of the Company or any Subsidiary Guarantor time required for the taking of such action in excess respect of the De Minimis Amount, then such Domestic Credit Agreement); provided that each of the Issuer’s Restricted Subsidiaries that becomes a Restricted Subsidiary will become upon the consummation of the Acquisition and that guarantees or becomes a Guarantor by executing borrower under the Credit Agreement shall execute and deliver to the Trustee a supplemental indenture substantially in the form of Exhibit C hereto pursuant to which such Restricted Subsidiary will guarantee payment of the Notes substantially simultaneously with such Restricted Subsidiary guaranteeing or becoming a borrower under the Credit Agreement and delivering it to execute and deliver joinders to the Trustee within 20 Business Days Notes Security Documents and any other filings or agreements, in each case to the extent required to create and perfect the security interests of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; providedNotes Collateral Agent for the benefit of itself, however, the Trustee and the holders (provided that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness actions taken with respect to the granting and/or perfection of security interests, notwithstanding the foregoing, no such actions shall be required to be taken in advance of the Company or any other Subsidiary Guarantor time required for the taking of such action in excess respect of the De Minimis AmountCredit Agreement). The Obligations Any periods of each Subsidiary time for the addition of any Guarantor hereunder shall be limited deemed extended to the extent the same period is extended in respect of the Credit Agreement or by a person that becomes the Applicable Authorized Representative (as described such term is defined in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Intercreditor Agreement).

Future Subsidiary Guarantors. If, after (a) The Company shall not permit any of its current or future Domestic Subsidiaries (other than QS Wholesale) to either (1) Guarantee the Issue Date, payment of any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company Company, QS Wholesale or any other Restricted Subsidiary Guarantor in excess or (2) otherwise become an obligor, including as a co-borrower, under a Credit Facility Incurred pursuant to clause (1) of the De Minimis AmountSection 3.3(b), then unless (i) such Domestic Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit D hereto, providing for a Notes Guarantee of such Domestic Subsidiary pursuant to which such Domestic Subsidiary shall fully and delivering it unconditionally Guarantee, on a joint and several basis, all of the obligations of the Issuers and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium, if any, and interest on the Notes on a senior basis and all other obligations under this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Trustee within 20 Business Days Notes or the Notes Guarantees, as the case may be, any such Guarantee of the date on which it Guaranteed or became an obligor such Domestic Subsidiary with respect to such IndebtednessIndebtedness shall be subordinated in right of payment to such Domestic Subsidiary’s Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; provided, however, that the preceding (ii) such Domestic Subsidiary waives and shall not apply to Subsidiaries in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Company, QS Wholesale or any other Restricted Subsidiary as a result of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for any payment by such Domestic Subsidiary under its Notes Guarantee so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding any of the preceding, any Subsidiary Guarantee of a Notes remain outstanding; and (iii) such Domestic Subsidiary that was incurred pursuant shall deliver to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be the Trustee an obligor Opinion of Counsel with respect to any other Indebtedness of corporate matters in connection with its Notes Guarantee, in form and substance reasonably satisfactory to the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Trustee.

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic The Company shall cause each ---------------------------- Restricted Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already (other than a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect Guarantor) not to Guarantee any other Indebtedness of the Company, unless such Restricted Subsidiary, simultaneously therewith, becomes a Subsidiary Guarantor, and executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit B pursuant to which such Restricted Subsidiary will Guarantee payment of the Securities. Concurrently with the execution and delivery of such supplemental indenture, the Company shall deliver to the Trustee an Opinion of Counsel and an Officers' Certificate to the effect that such supplemental indenture has been duly authorized, executed and delivered by such Subsidiary and that, subject to the application of bankruptcy, insolvency, moratorium, fraudulent conveyance or any transfer and other similar laws relating to creditors' rights generally and to the principles of equity, whether considered in a proceeding at law or in equity, the Subsidiary Guarantee of such Subsidiary Guarantor is a legal, valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesits terms. Notwithstanding the preceding, any Each Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited to an amount not to exceed the maximum amount that can be Guaranteed by that Restricted Subsidiary without rendering the Subsidiary Guarantee, as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with it relates to such Restricted Subsidiary, voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the provisions rights of this Indenture described in Section 10.2creditors generally.

Future Subsidiary Guarantors. IfUpon (i) the acquisition by the Company or any Subsidiary Guarantor of the Capital Stock of any Person, after if, as a result of such acquisition, such Person becomes a Subsidiary (other than a Leaseback Subsidiary) or (ii) the Issue Date, last day of any Domestic fiscal quarter during which any Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees as of such date and has not previously been released as a Subsidiary Guarantor pursuant to Section 13.4 or otherwise Section 13.5 of this Indenture becomes an obligor a Subsidiary (other than a Leaseback Subsidiary), such Subsidiary (hereinafter any such Subsidiary, except any Excluded Guaranty Subsidiary or any Special Purpose Subsidiary, being called a "Future Subsidiary Guarantor") shall fully and unconditionally guarantee the obligations of the Company with respect to any payment and performance of the Securities and the other Indebtedness obligations of the Company or any under this Indenture to the same extent that such obligations are guaranteed by the other Subsidiary Guarantors pursuant to Section 13.1; and, within 60 days of the date of such occurrence, such Future Subsidiary Guarantor in excess of shall execute and deliver to the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing Trustee a supplemental indenture and delivering it making such Future Subsidiary Guarantor a party to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtednessthis Indenture; provided, however, that the preceding foregoing provisions shall not apply to (A) any Subsidiary referenced in clause (i) or clause (ii) above that is prohibited by law or by the terms of any agreement from making the guarantee set forth in Section 13.1 (an "Excluded Guaranty Subsidiary") (provided that such Subsidiary will become a Future Subsidiary Guarantor as of the date such prohibition is removed or lapses and provided that the assets of all Excluded Guaranty Subsidiaries (determined by the Company in accordance with GAAP) shall in no event exceed 15% of the aggregate assets of the Company that have properly been designated as Unrestricted and its Subsidiaries (other than Leaseback Subsidiaries) on a consolidated basis (determined by the Company in accordance with this Indenture for so long GAAP)), or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 13.5, had such Subsidiary been a Subsidiary Guarantor at the time such events occurred, or (C) a Subsidiary of any Person which has been released as they continue a Subsidiary Guarantor pursuant to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, Section 13.5 or (D) any Subsidiary Guarantee of referenced in clause (i) or clause (ii) above that is a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis AmountSpecial Purpose Subsidiary. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2SECTION 13.4.

Future Subsidiary Guarantors. IfUpon (i) the acquisition by the Company or any Subsidiary Guarantor of the Capital Stock of any Person, after if, as a result of such acquisition, such Person becomes a Subsidiary (other than a Leaseback Subsidiary) or (ii) the Issue Date, last day of any Domestic fiscal quarter during which any Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees as of such date and has not previously been released as a Subsidiary Guarantor pursuant to Section 13.4 or otherwise Section 13.5 of this Indenture becomes an obligor a Subsidiary (other than a Leaseback Subsidiary), such Subsidiary (hereinafter any such Subsidiary, except any Excluded Guaranty Subsidiary or any Special Purpose Subsidiary, being called a "Future Subsidiary Guarantor") shall fully and unconditionally guarantee the obligations of the Company with respect to any payment and performance of the Securities and the other Indebtedness obligations of the Company or any under this Indenture to the same extent that such obligations are guaranteed by the other Subsidiary Guarantors pursuant to Section 13.1; and, within 60 days of the date of such occurrence, such Future Subsidiary Guarantor in excess of shall execute and deliver to the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing Trustee a supplemental indenture and delivering it making such Future Subsidiary Guarantor a party to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtednessthis Indenture; provided, however, that the preceding foregoing provisions shall not apply to (A) any Subsidiary referenced in clause (i) or clause (ii) above that is prohibited by law or by the terms of any agreement from making the guarantee set forth in Section 13.1 (an "Excluded Guaranty Subsidiary") (provided that such Subsidiary will become a Future Subsidiary Guarantor as of the date such prohibition is removed or lapses and provided that the assets of all Excluded Guaranty Subsidiaries (determined by the Company in accordance with GAAP) shall in no event exceed 15% of the aggregate assets of the Company that have properly been designated as Unrestricted and its Subsidiaries (other than Leaseback Subsidiaries) on a consolidated basis (determined by the Company in accordance with this Indenture for so long GAAP)), or (B) a Subsidiary which would have been released from its guarantee, by virtue of events set forth in Section 13.5, had such Subsidiary been a Subsidiary Guarantor at the time such events occurred, or (C) a Subsidiary of any Person which has been released as they continue a Subsidiary Guarantor pursuant to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, Section 13.5 or (D) any Subsidiary Guarantee of referenced in clause (i) or clause (ii) above that is a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Special Purpose Subsidiary.

Future Subsidiary Guarantors. IfThe Company may not permit any Restricted Subsidiary, after the Issue Datedirectly or indirectly, to guarantee any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any other Obligor ("Guaranteed Indebtedness") or to acquire a Mortgaged Rig unless (i) such Restricted Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee of payment of the Secured Notes by such Restricted Subsidiary and delivering it (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Issuer, the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee. If the Guaranteed Indebtedness is pari passu with the Guarantee, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated to the Trustee within 20 Business Days Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Guarantee, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the date on which it Subsidiary Guarantee at least to the extent that all Guaranteed or became an obligor with respect Indebtedness is subordinated to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesGuarantee. Notwithstanding the precedingforegoing, any Subsidiary Guarantee of by a Domestic Restricted Subsidiary which does not own a Mortgaged Rig that was incurred pursuant to the terms of this Section 3.11 4.19 (but not otherwise) shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee and discharged upon the release or otherwise be an obligor with respect to any other Indebtedness discharge of the Company guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited release by, or as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2a result of, payment under such guarantee.

Future Subsidiary Guarantors. If, after the Issue Date, any The Company will cause each Wholly Owned Domestic Subsidiary of that guarantees payment by the Company that is not an Immaterial Subsidiary and that is not already a or any Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to of any other Indebtedness of the Company or any such Subsidiary Guarantor in excess under any of the De Minimis AmountSenior Credit Facilities (including by reason of being a borrower under the Senior ABL Facility on a joint and several basis with the Company or a Subsidiary Guarantor) to execute and deliver to the Trustee within 30 days a supplemental indenture or other instrument pursuant to which such Wholly Owned Domestic Subsidiary will guarantee payment of the 127 Notes, then whereupon such Wholly Owned Domestic Subsidiary will become a Subsidiary Guarantor by executing for all purposes under this Indenture. Within 90 days of any Wholly Owned Domestic Subsidiary so becoming a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; providedSubsidiary Guarantor, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as will also cause such Subsidiary Guarantor ceases to Guarantee or otherwise execute and deliver such documents and instruments as shall be an obligor with respect reasonably necessary to cause its property and assets of a type that would constitute Collateral to be made subject to a perfected Lien (subject to Liens permitted by this Indenture, including Permitted Liens) in favor of the Note Collateral Agent, as and to the extent provided in Section 1503; provided that if any other Indebtedness Cash Flow Collateral Obligations are outstanding at such time, the execution and delivery of such documents and instruments will only be required, and such property and assets will only become part of the Collateral securing the Notes, if and to the extent that such property and assets become part of the Collateral securing such other Cash Flow Collateral Obligations substantially concurrently therewith; provided that any party will take all further action, that may be necessary or desirable or that any party may reasonably request, in order to protect any right or interest granted or purpose to be granted under the Base Intercreditor Agreement or to enable such party to exercise and enforce its right and remedies under the Base Intercreditor Agreement. The Company or will also have the right to cause any other Subsidiary Guarantor in excess to guarantee payment of the De Minimis AmountNotes. The Obligations Subsidiary Guarantees will be subject to release and discharge under certain circumstances prior to payment in full of each Subsidiary Guarantor shall be limited as described in the Notes. Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2415.

Future Subsidiary Guarantors. If(a) The Borrower shall cause each Restricted Subsidiary that Guarantees any Indebtedness of the Borrower or of any Subsidiary Guarantor to become a Subsidiary Guarantor, after and if applicable, execute and deliver to the Issue DateAdministrative Agent and the Collateral Agent a supplement to this Agreement (substantially in the form of Exhibit J), any Domestic the Collateral Agreement and, if applicable, other Security Documents pursuant to which such Subsidiary shall Guarantee payment of the Obligations. Upon execution and delivery by the Administrative Agent, the Borrower and a Subsidiary of an instrument in the Company that is not an Immaterial form of Exhibit J hereto, such Subsidiary and that is not already shall become a Subsidiary Guarantor Guarantees or otherwise becomes hereunder with the same force and effect as if originally named as a Subsidiary Guarantor herein. For the purposes of this Section 5.11(a), a pledge of an obligor with respect intercompany note by a Restricted Subsidiary to any other secure Indebtedness of the Company Borrower or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2considered a Guarantee by such Restricted Subsidiary unless such intercompany note is also pledged to secure the Obligations or the applicable Subsidiary Guarantee with the same level of priority that the Obligations or Subsidiary Guarantee bear to the other Indebtedness secured by such pledge. Each Subsidiary Guarantor Guarantee shall be released in accordance with limited to an amount not to exceed the provisions maximum amount that can be Guaranteed by that Subsidiary Guarantor, without rendering the Subsidiary Guarantee, as it relates to such Subsidiary Guarantor voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of this Indenture described in Section 10.2creditors generally.

Future Subsidiary Guarantors. If, (a) The Company shall cause each of its future Restricted Subsidiaries (other than Persons organized under the laws of the PRC or Exempted Subsidiaries) after the Original Issue Date, any Domestic a soon as practicable after it becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, to execute and deliver to the Trustee a supplemental indenture to this Indenture pursuant to which such Restricted Subsidiary will guarantee the payment of the Company that is not an Immaterial Subsidiary and that is not already Notes as either a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of JV Subsidiary Guarantor. Notwithstanding the foregoing, the Company may elect to have such future Restricted Subsidiary (and its Restricted Subsidiaries) not provide a Subsidiary Guarantee or any JV Subsidiary Guarantor in excess of Guarantee at the De Minimis Amounttime such entity becomes a Restricted Subsidiary or ceases to be an Exempted Subsidiary, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it provided that, after giving effect to the Trustee within 20 Business Days Consolidated Assets of such Restricted Subsidiary, the Consolidated Assets of all Restricted Subsidiaries organized outside the PRC (other than Exempted Subsidiaries) that are not Subsidiary Guarantors or JV Subsidiary Guarantors do not account for more than 20.0% of Total Assets as of the date on which it Guaranteed such Person becomes a Restricted Subsidiary or became ceases to be an obligor with respect to Exempted Subsidiary. Each such Indebtedness; provided, however, Restricted Subsidiary and its Restricted Subsidiaries that the preceding shall do not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any provide a Subsidiary Guarantee of or a Domestic JV Subsidiary that was incurred pursuant Guarantee will also be referred to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Other Non-Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Subsidiaries.

Future Subsidiary Guarantors. IfThe Company will cause each domestic Restricted Subsidiary that Guarantees, after on the Issue DateDate or any time thereafter, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of to execute and deliver to the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on a senior secured basis and all other obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Trustee within 20 Business Days Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the date on which it Guaranteed or became an obligor with respect Trustee, the Collateral Agent and the Holders of the Securities a perfected security interest in any Collateral held by such Restricted Subsidiary, subject to such Indebtedness; providedcertain exceptions set forth in the Collateral Documents and Permitted Liens. Notwithstanding the foregoing, however, that in the preceding shall not apply to Subsidiaries event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Lenders Debt and (2) all other Indebtedness of the Company that have properly been designated and its Restricted Subsidiaries, and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as Unrestricted Subsidiaries a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in accordance with this Indenture for so long as they continue full and discharged or are otherwise permitted to constitute Unrestricted Subsidiaries. Notwithstanding be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the precedingsecond paragraph of Section 3.2, any then the Subsidiary Guarantee and the obligations of a Domestic such Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it Guarantor under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2discharged.

Future Subsidiary Guarantors. IfThe Company will cause each Restricted Subsidiary that Guarantees, after on the Issue DateDate or any time thereafter, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of to execute and deliver to the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on a senior secured basis and all other obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Trustee within 20 Business Days Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the date on which it Guaranteed or became an obligor with respect Trustee, the Collateral Agent and the Holders of the Securities a perfected and at least second-priority security interest in any Collateral held by such Restricted Subsidiary, subject to such Indebtedness; providedPermitted Liens. Notwithstanding the foregoing, however, that in the preceding shall not apply to Subsidiaries event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Lenders Debt and (2) all other Indebtedness of the Company that have properly been designated and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Private Placement Notes, and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as Unrestricted Subsidiaries a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in accordance with this Indenture for so long as they continue full and discharged or are otherwise permitted to constitute Unrestricted Subsidiaries. Notwithstanding be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the precedingsecond paragraph of Section 3.2, any then the Subsidiary Guarantee and the obligations of a Domestic such Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it Guarantor under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2discharged.

Future Subsidiary Guarantors. IfThe Company will cause each Restricted Subsidiary that Guarantees, after on the Issue DateDate or any time thereafter, any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of to execute and deliver to the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing Trustee a supplemental indenture pursuant to which such Restricted Subsidiary will unconditionally Guarantee, on a joint and delivering it several basis, the full and prompt payment of the principal of, premium, if any, and interest (including Additional Interest, if any) in respect of the Securities on a senior secured basis and all other obligations under this Indenture. Each Restricted Subsidiary that becomes a Subsidiary Guarantor after the Issue Date will also become a party to the Trustee within 20 Business Days Collateral Documents and the Intercreditor Agreement and will take such actions as are necessary or advisable to grant to the Collateral Agent for the benefit of the date on which it Guaranteed or became an obligor with respect Trustee, the Collateral Agent and the holders of the Securities a perfected and at least second-priority security interest in any Collateral held by such Restricted Subsidiary, subject to such Indebtedness; providedPermitted Liens. Notwithstanding the foregoing, however, that in the preceding shall not apply to Subsidiaries event (a) a Subsidiary Guarantor is released and discharged in full from all of its obligations under its Guarantee of (1) Indebtedness under the Senior Secured Credit Agreement and (2) all other Indebtedness of the Company that have properly been designated and its Restricted Subsidiaries, including a Guarantee under the indenture governing the Private Placement Notes, and (b) such Subsidiary Guarantor has not Incurred any Indebtedness in reliance on its status as Unrestricted Subsidiaries a Subsidiary Guarantor under Section 3.2 or such Subsidiary Guarantor’s obligations under such Indebtedness are satisfied in accordance with this Indenture for so long as they continue full and discharged or are otherwise permitted to constitute Unrestricted Subsidiaries. Notwithstanding be Incurred by a Restricted Subsidiary (other than a Subsidiary Guarantor) under the precedingsecond paragraph of Section 3.2, any then the Subsidiary Guarantee and the obligations of a Domestic such Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it Guarantor under the Collateral Documents and Intercreditor Agreement of such Subsidiary Guarantor shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2discharged.

Future Subsidiary Guarantors. IfHoldings and the Issuers shall cause (i) each Domestic Subsidiary, created or acquired, directly or indirectly, by Holdings or either of the Issuers after the Issue Date, any date hereof and (ii) each Domestic Subsidiary that provide a guarantee under the Credit Facility to execute a Supplemental Indenture in the form included as part of Exhibit C to this Indenture providing for a Guarantee of the Company that is not an Immaterial Subsidiary Issuers' obligations hereunder and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor reasonably satisfactory in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture form and delivering it substance to the Trustee within 20 Business Days (and with documentation relating thereto as the Trustee shall require, including, without limitation, a supplement or amendment to this Indenture and an Opinion of Counsel as to the date on which it Guaranteed or became an obligor with respect to enforceability of such IndebtednessSubsidiary's Guarantee); provided, however, PROVIDED that the preceding such Subsidiary shall not apply be required to Subsidiaries execute such a Supplemental Indenture if such Subsidiary is an Unrestricted Subsidiary, is prohibited by law from making such a Guarantee, such Subsidiary would have been released from its guarantee by virtue of the Company that have properly been designated as Unrestricted Subsidiaries events set forth in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Section 11.4 hereof or such Subsidiary Guarantee is a Subsidiary of a Domestic Person which has been released as a guarantor pursuant to Section 11.4 hereof. Any Subsidiary that was incurred becomes obligated to execute a 45 Supplemental Indenture pursuant to this Section 3.11 4.13, shall provide by its terms that it shall be automatically also become a party to the Collateral Agreement and unconditionally released at such time as any other documents required to grant to the Collateral Agent, for the benefit of Holders, a Lien on any real, personal or mixed property of such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of as security for the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Senior Note Obligations.

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic The Company and each Subsidiary Guarantor shall cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of Columbia of the Company which, after the date of this Indenture (if not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to the Indenture and thereby become a Subsidiary Guarantor which shall be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes); provided, however, that no Subsidiary meeting the requirements of this sentence which is an Inactive Subsidiary shall be required to become a Subsidiary Guarantor hereunder unless and until such date as such Subsidiary no longer is an Inactive Subsidiary (at which date such Subsidiary shall, if required by the terms of this sentence, become a Subsidiary Guarantor). In addition, the Company will not permit any Restricted Subsidiary that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to Guarantee any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then unless such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes a supplemental indenture and delivering it to the Trustee within 20 Business Days Indenture providing for the Guarantee of the date on payment of the Notes by such Restricted Subsidiary, which it Guaranteed Guarantee of the payment of the Notes shall be subordinated to the Guarantee of such other Indebtedness to the same extent as the Notes or became an obligor with respect the Subsidiary Guarantees, as applicable, are subordinated to such other Indebtedness; provided, however, that the preceding such Restricted Subsidiary shall not apply be required to Subsidiaries so Guarantee the payment of the Company Notes to the extent that have properly been designated as Unrestricted Subsidiaries in accordance such other Indebtedness does not exceed $1 million individually or, together with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor Guaranteed by such Restricted Subsidiary, $3 million in excess the aggregate. Such Restricted Subsidiary shall be deemed released from its obligations under the Guarantee of the De Minimis Amount. The Obligations payment of each the Notes at any such time that such Restricted Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be is released in accordance with from all of its obligations under its Guarantee of such other Indebtedness unless such release results from the provisions payment under such Guarantee of this Indenture described in Section 10.2other Indebtedness.

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic The Company and each Subsidiary Guarantor will cause each Restricted Subsidiary of the Company organized or existing under the laws of the United States, any state thereof or the District of Columbia of the Company which, after November 25, 2003 (if not then a Subsidiary Guarantor), becomes a Restricted Subsidiary to execute and deliver an indenture supplemental to this Indenture and thereby become a Subsidiary Guarantor which shall be bound by the Subsidiary Guarantee of the Notes in the form set forth in this Indenture (without such future Subsidiary Guarantor being required to execute and deliver the Subsidiary Guarantee endorsed on the Notes). In addition, the Company will not permit any Restricted Subsidiary that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to Guarantee any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then unless such Domestic Restricted Subsidiary will become a Guarantor by executing simultaneously executes a supplemental indenture and delivering it to the Trustee within 20 Business Days Indenture providing for the Guarantee of the date on payment of the Notes by such Restricted Subsidiary, which it Guaranteed Guarantee of the payment of the Notes shall be subordinated to the Guarantee of such other Indebtedness to the same extent as the Notes or became an obligor with respect the Subsidiary Guarantees, as applicable, are subordinated to such other Indebtedness; provided, however, that the preceding such Restricted Subsidiary shall not apply be required to Subsidiaries so Guarantee the payment of the Company Notes to the extent that have properly been designated as Unrestricted Subsidiaries in accordance such other Indebtedness does not exceed $1 million individually or, together with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor Guaranteed by such Restricted Subsidiary, $3 million in excess the aggregate. Such Restricted Subsidiary shall be deemed released from its obligations under the Guarantee of the De Minimis Amount. The Obligations payment of each the Notes at any such time that such Restricted Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be is released in accordance with from all of its obligations under its Guarantee of such other Indebtedness unless such release results from the provisions payment under such Guarantee of this Indenture described in Section 10.2other Indebtedness.

Future Subsidiary Guarantors. IfThe Company may not permit any Restricted Subsidiary, after the Issue Datedirectly or indirectly, to guarantee any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any ("Guaranteed Indebtedness") unless (i) such Restricted Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture to this Indenture providing for a Subsidiary Guarantee of payment of the Notes by such Restricted Subsidiary and delivering it (ii) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against the Company or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Subsidiary Guarantee. If the Guaranteed Indebtedness is pari passu with the Notes, then the guarantee of such Guaranteed Indebtedness shall be pari passu with or subordinated to the Trustee within 20 Business Days Subsidiary Guarantee; and if the Guaranteed Indebtedness is subordinated to the Notes, then the guarantee of such Guaranteed Indebtedness shall be subordinated to the date on which it Subsidiary Guarantee at least to the extent that all Guaranteed or became an obligor with respect Indebtedness is subordinated to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted SubsidiariesGuarantee. Notwithstanding the precedingforegoing, any Subsidiary Guarantee of by a Domestic Restricted Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee and discharged upon the release or otherwise be an obligor with respect to any other Indebtedness discharge of the Company guarantee which resulted in the creation of such Restricted Subsidiary's Subsidiary Guarantee, except a discharge or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited release by, or as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2a result of, payment under such guarantee.

Future Subsidiary Guarantors. IfThe Subsidiaries of the Company that Guarantee or are required to guarantee the Company’s Obligations under the Senior Credit Facility, after will become Subsidiary Guarantors by executing one or more joinders to this Guaranty substantially in the Issue Date, form of Exhibit A hereto (a “Joinder”) and delivering them to the Trustee. If any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Subsidiary Guarantor by executing a supplemental indenture Joinder and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Section 3.15 of the Company Indenture (incorporated by reference in Section 5.17 of the Loan Agreement) for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 section shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited in accordance with the provisions of this Guaranty as described in Section 10.23. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture Guaranty described in Section 10.23.

Future Subsidiary Guarantors. IfThe Company shall cause each Person that becomes a Restricted Subsidiary following the Issue Date to, within 30 days of the date that such Person has become a Restricted Subsidiary, in the case of a Domestic Restricted Subsidiary, or of the first anniversary of such Person having become a Subsidiary, in the case of a Foreign Restricted Subsidiary, (i) execute and deliver to the Trustee a supplemental indenture pursuant to which such Restricted Subsidiary shall guarantee the payment and performance of the notes at the time such Person becomes a Restricted Subsidiary; (ii) execute supplements to the applicable Notes Security Documents in order to xxxxx x Xxxx in the Collateral owned by such Restricted Subsidiary to the same extent as that set forth in this Indenture and the Notes Security Documents and execute supplements to the Collateral Agency Agreement and, if in effect, the Crossing Lien Intercreditor Agreement; and (iii) take all actions required by the Notes Security Documents to perfect such Lien. Notwithstanding the foregoing but subject to the following paragraph, a Foreign Restricted Subsidiary that becomes a Restricted Subsidiary following the Issue Date will take the actions described in the foregoing clauses (i) through (iii) within 30 days of the date such Person has become a Restricted Subsidiary if the Company determines in good faith that such Foreign Restricted Subsidiary will not have any earnings and profits for U.S. federal income tax purposes before the first anniversary of such Person having become a Restricted Subsidiary. The form of such supplemental indenture is attached as Exhibit E hereto. A Foreign Restricted Subsidiary shall not be required to provide a Subsidiary Guarantee pursuant to the foregoing covenant if it is (i) a Foreign Restricted Subsidiary with respect to which the Company has determined in good faith that making such Foreign Restricted Subsidiary a Subsidiary Guarantor is not practicable (including as a result of local law in the jurisdiction in which such Foreign Restricted Subsidiary is organized or other applicable law, rule or regulation) or (ii) a Foreign Restricted Subsidiary for which the Company determines in good faith that the burden or cost (including any costs resulting from material adverse tax consequences) of providing a guarantee therefrom outweigh the benefit of the guaranty afforded thereby. It is understood for purposes of the foregoing that (1) any such Subsidiary Guarantee shall not be required due to material adverse U.S. federal income tax consequences only if such consequences arise as a result of a change in law occurring after the Issue Date, any Domestic Subsidiary including, for the avoidance of doubt, a change to the Proposed Regulations under Section 956 of the Company that is not an Immaterial Code, published on November 5, 2018; and (2) such Subsidiary Guarantee shall be required to be provided by such Foreign Restricted Subsidiary within 30 days after the earlier to occur of (A) the conditions specified in clauses (i) and that is not already a (ii) of the preceding sentence no longer being applicable and (B) either (x) such Foreign Restricted Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to providing Credit Support for any other Indebtedness of the Company or any a Guarantor or (y) such Foreign Restricted Subsidiary Incurring Indebtedness for which the Company or a Guarantor in excess provides Credit Support. Notwithstanding the foregoing, by no later than the 15th day following the Issue Date, the Issuers shall cause each Foreign Restricted Subsidiary that does not, as of the De Minimis AmountIssue Date, then such Domestic Subsidiary will become a Guarantor by executing meet the conditions specified in clauses (i) and (ii) of the first sentence of the preceding paragraph to (i) execute and deliver to the Trustee a supplemental indenture pursuant to which such Foreign Restricted Subsidiary shall guarantee the payment and delivering it performance of the notes; (ii) execute supplements to the applicable Notes Security Documents and/or other documentation necessary in order to xxxxx x Xxxx in the Collateral owned by such Foreign Restricted Subsidiary to the same extent as that set forth in this Indenture and the Notes Security Documents and execute supplements to the Collateral Agency Agreement; (iii) take all actions required by the Notes Security Documents to perfect such Lien; and (iii) deliver to the Trustee within 20 Business Days of and the date on which it Guaranteed or became an obligor with respect to Collateral Agent such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated legal opinions and other documentation as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2may reasonably request.

Future Subsidiary Guarantors. If, after (a) The Company shall not permit any of its current or future Subsidiaries to either (1) Guarantee the Issue Date, payment of any Domestic Subsidiary Indebtedness of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of Issuer, the Company or any other Restricted Subsidiary Guarantor in excess of the De Minimis Amountor (2) otherwise become an obligor, then including as a co-borrower, under a Credit Facility Incurred pursuant to Section 3.3(b)(1), unless (i) such Domestic Subsidiary will become a Guarantor by executing simultaneously executes and delivers a supplemental indenture to this Indenture, substantially in the form attached as Exhibit C hereto, providing for a Notes Guarantee of such Subsidiary pursuant to which such Subsidiary shall unconditionally Guarantee, on a joint and delivering it several basis, all of the obligations of the Issuer, the Company and the other Subsidiary Guarantors under this Indenture, including the full and prompt payment of the principal of, premium and additional amounts, if any, and interest on the Notes on a senior basis and all other obligations under this Indenture; provided that if such Indebtedness is by its express terms subordinated in right of payment to the Trustee within 20 Business Days Notes or the Notes Guarantees, as the case may be, any such Guarantee of the date on which it Guaranteed or became an obligor such Subsidiary with respect to such IndebtednessIndebtedness shall be subordinated in right of payment to such Subsidiary’s Notes Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; (ii) such Subsidiary waives and shall not in any manner whatsoever claim or take the benefit or advantage of, any rights or reimbursement, indemnity or subrogation or any other rights against the Issuer, the Company or any other Restricted Subsidiary as a result of any payment by such Subsidiary under its Notes Guarantee so long as any of the Notes remain outstanding; and (iii) such Subsidiary shall deliver to the Trustee an Opinion of Counsel with respect to corporate matters in connection with its Notes Guarantee, in form and substance reasonably satisfactory to the Trustee; provided, however, that the preceding Company shall not apply be obligated to cause any of its Subsidiaries to Guarantee any of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding obligations of the precedingIssuer, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor Guarantors under this Indenture, or the Company shall be entitled to limit the value of any such Notes Guarantee to the extent that such Notes Guarantee could reasonably be expected to give rise to or result in excess (now or in the future): (1) any violation of applicable law, including without limitation restrictions on the De Minimis Amount. The Obligations provision of financial assistance; or (2) any personal or criminal liability for the officers, directors or direct or indirect shareholders of such Subsidiary; which in the case of each Subsidiary Guarantor shall of clauses (1) and (2) cannot be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with avoided or otherwise prevented through measures reasonably available to the provisions of this Indenture described in Section 10.2Company and its Subsidiaries.

Future Subsidiary Guarantors. IfUnless otherwise provided in a supplemental indenture relating to the Securities of any Series, the Company shall cause each Restricted Subsidiary that, from and after the Issue Date, Guarantees any Domestic Subsidiary Indebtedness ("Guaranteed Indebtedness") of the Company that is not an Immaterial (hereinafter any such Restricted Subsidiary, a "Future Subsidiary Guarantor") fully and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor unconditionally to Guarantee the obligations of the Company with respect to any payment and performance of the Securities of each Series to which this Article 12 is made applicable and the other Indebtedness obligations of the Company or any Subsidiary Guarantor in excess of the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing a supplemental indenture and delivering it to the Trustee within 20 Business Days of the date on which it Guaranteed or became an obligor under this Indenture with respect to such Indebtedness; providedSeries to the same extent that such obligations are Guaranteed by the other Subsidiary Guarantors pursuant to Section 12.1, howeverand, that the preceding shall not apply to Subsidiaries within 60 days of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with date of such occurrence, such Future Subsidiary Guarantor shall execute and deliver to the Trustee a supplemental indenture making such Future Subsidiary Guarantor a party to this Indenture for so long as they continue such 110 purpose. If the Guaranteed Indebtedness referred to constitute Unrestricted Subsidiaries. Notwithstanding above is (A) pari passu in right of payment with the precedingSecurities, any then the Guarantee of such Guaranteed Indebtedness shall be pari passu in right of payment with, or subordinated in right of payment to, the Subsidiary Guarantee or (B) subordinated in right of a Domestic Subsidiary that was incurred pursuant payment to this Section 3.11 shall provide by its terms that it the Securities, then the Guarantee of such Guaranteed Indebtedness shall be automatically and unconditionally released subordinated in right of payment to the Subsidiary Guarantee at such time as such Subsidiary Guarantor ceases least to Guarantee or otherwise be an obligor with respect the extent that the Guaranteed Indebtedness is subordinated in right of payment to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Securities.

Future Subsidiary Guarantors. If, after the Issue Date, any Domestic The Company shall cause each Restricted Subsidiary of the Company (other than any Foreign Subsidiary) formed or acquired after the date of this Indenture that is not an Immaterial Subsidiary and that is not already (i) has assets in excess of $1,000,000 or (ii) directly or indirectly assumes, becomes a Subsidiary Guarantor Guarantees borrower under, guarantees or otherwise becomes an obligor in any other manner become liable with respect to any other Indebtedness of the Company or any under the Senior Credit Facility to issue a Subsidiary Guarantee and execute and deliver an indenture supplemental to this Indenture substantially in the form of Exhibit D and thereby become a Subsidiary Guarantor in excess which shall be bound by the guarantee of the De Minimis AmountNotes in the form set forth in this Indenture (without such Subsidiary Guarantor being required to execute and deliver the guarantee endorsed on the Notes). The Obligations under the Notes, then such Domestic the Subsidiary Guarantees and this Indenture and any Permitted Additional Pari Passu Secured Obligations of any Person that is or becomes a Subsidiary Guarantor after the Issue Date will become be secured equally and ratably by a Guarantor by executing a supplemental indenture and delivering it Second Priority Lien in the Collateral granted to the Trustee within 20 Business Days Collateral Agent for the benefit of the date on which it Guaranteed Holders of the Notes and the holders of Permitted Additional Pari Passu Secured Obligations. Such Subsidiary Guarantor will enter into a joinder agreement to the applicable Security Documents defining the terms of the security interests that secure payment and performance when due of the Notes and take all actions advisable in the opinion of the Company, as set forth in an Officers’ Certificate accompanied by an opinion of counsel to the Company to cause the Second Priority Liens created by the Collateral Agreement to be duly perfected to the extent required by such agreement in accordance with all applicable law, including the filing of financing statements in the jurisdictions of incorporation or became an obligor with respect to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries formation of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiaries. Notwithstanding and the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. The Obligations of each Subsidiary Guarantor shall be limited as described in Section 10.2. Each Subsidiary Guarantor shall be released in accordance with the provisions of this Indenture described in Section 10.2Guarantors.

Future Subsidiary Guarantors. If(a) The Company shall promptly notify the Trustee and cause each Restricted Subsidiary that, after on the Issue DateDate or any time thereafter, Guarantees any Domestic Subsidiary of the Company that is not an Immaterial Subsidiary and that is not already a Subsidiary Guarantor Guarantees or otherwise becomes an obligor with respect to any other Indebtedness of the Company or any Subsidiary Guarantor in excess of under the De Minimis Amount, then such Domestic Subsidiary will become a Guarantor by executing ABL Facility or any other Material Debt Facility to execute and deliver to the Trustee a supplemental indenture and delivering it substantially in the form of Exhibit B to the Trustee within 20 Business Days of the date on this Indenture, pursuant to which it Guaranteed or became an obligor with respect such Restricted Subsidiary shall become a party to such Indebtedness; provided, however, that the preceding shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture for so long as they continue to constitute Unrestricted Subsidiariesa Subsidiary Guarantor. Notwithstanding the preceding, any Subsidiary Guarantee of a Domestic Subsidiary that was incurred pursuant to this Section 3.11 shall provide by its terms that it shall be automatically and unconditionally released at such time as such Subsidiary Guarantor ceases to Guarantee or otherwise be an obligor with respect to any other Indebtedness of the Company or any other Subsidiary Guarantor in excess of the De Minimis Amount. (b) The Obligations obligations of each Subsidiary Guarantor shall be limited to the maximum amount as described shall, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any Guarantees under the ABL Facility or any Material Debt Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under federal or state law. (c) Following the first day (a) the Securities are rated Investment Grade by both of the Rating Agencies, and (b) no Default has occurred and is continuing under this Indenture, the Company and its Restricted Subsidiaries will not be subject to the provisions of this Section 10.23.6. If at any time (x)(i) the Securities’ credit rating is downgraded from an Investment Grade rating by any Rating Agency and (ii) the ABL Facility or any Material Debt Facility is Guaranteed by a Restricted Subsidiary of the Company or (y) if a Default or Event of Default occurs and is continuing, then this Section 3.6 will thereafter be reinstated as if this Section 3.6 had never been suspended (the “Reinstatement Date”) and be applicable pursuant to the terms of this Indenture (including in connection with performing any assessment to determine compliance with the terms of this Indenture), unless and until the Securities subsequently attain an Investment Grade rating from both Rating Agencies and no Default or Event of Default is in existence (in which event this Section 3.6 shall no longer be in effect for such time that the Securities are rated Investment Grade by both Rating Agencies and no 48 Default or Event of Default is in existence); provided, however, that no Default, Event of Default or breach of any kind shall be deemed to exist or have occurred under this Indenture, the Securities or the Subsidiary Guarantees with respect to this Section 3.6 based on, and none of the Company or any of its Subsidiaries shall bear any liability for, any actions taken or events occurring during the Suspension Period, or any actions taken at any time pursuant to any contractual obligation arising prior to the Reinstatement Date, regardless of whether such actions or events would have been permitted if this Section 3.6 had remained in effect during such period. The period of time between the date of suspension of this Section 3.6 and the Reinstatement Date is referred to as the “Suspension Period.” The Company shall provide an Officers’ Certificate to the Trustee indicating the occurrence of any Suspension Period or Reinstatement Date. The Trustee shall have no obligation to independently determine or verify if such events have occurred or notify the Holders of any Suspension Period or Reinstatement Date. The Trustee may provide a copy of such Officers’ Certificate to any Holder upon request. (d) Each Subsidiary Guarantor Guarantee shall also be released in accordance with Article X subject, in each case, to the other provisions of this Indenture described in Section 10.2Indenture. SECTION 3.7.