Common use of Additional Subsidiary Guarantors Clause in Contracts

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. (a) After In the Issue Dateevent that the Borrower shall request that certain Real Estate of a Wholly Owned Subsidiary of the Borrower be included as a Subject Property, the Issuer will Borrower shall as a condition thereto, in addition to the requirements of §7.16, cause each Restricted such Wholly Owned Subsidiary, and each other Wholly Owned Subsidiary which (i) Guarantees obligations of the Issuer Borrower which owns, directly or a indirectly, Equity Interests in such Wholly Owned Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than an entity which serves only as Guarantorthe general partner of such Wholly Owned Subsidiary and owns no more than one percent (1%) underof the Equity Interests thereof), any Guarantor Obligation Debt to execute and deliver to the Trustee Agent a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of Joinder Agreement, and such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor hereunder. In addition, in the event any Subsidiary of Parent shall constitute a Material Subsidiary, Borrower and Parent shall cause such Subsidiary, as a condition to such Subsidiary’s becoming an obligor or guarantor with respect to such other Recourse Indebtedness described therein, cause each such Subsidiary to execute and deliver to Agent a Joinder Agreement, and such Subsidiary shall become a Subsidiary Guarantor hereunder. Each such Subsidiary shall not be restricted by executing its respective organizational documents and delivering Applicable Law, from serving as a Guarantor hereunder. The Borrower shall further cause all representations, covenants and agreements in the Loan Documents with respect to the Trustee a supplemental indenture Guarantors to this Indenture substantially in be true and correct with respect to each such Subsidiary or other entity. In connection with the form delivery of Exhibit B attached heretosuch Joinder Agreement, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject the Borrower shall deliver to the provisions of Section 10.06(a)) GuaranteeAgent such organizational agreements, on a joint resolutions, consents, opinions and several basis, other documents and instruments as the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureAgent may reasonably require.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each If any Restricted Subsidiary which (i) Guarantees obligations that is not already a Subsidiary Guarantor has outstanding or guarantees any other Indebtedness of the Issuer Company or a Subsidiary Guarantor underGuarantor, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially then in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted either case that Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to will become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee a supplemental indenture within 20 Business Days of the date on which it incurred or guaranteed such Indebtedness, as the case may be; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture substantially in for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the form of Exhibit B attached hereto, Collateral Agreements pursuant to which it will grant a Junior Lien on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent one or more Opinions of Counsel. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary irrevocably pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally (subject to released and discharged upon the provisions of terms and conditions set forth in Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.10.03 hereof

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person becomes a Subsidiary, and promptly thereafter (and in any event within 30 days), cause such Person (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which if such Person is a (i) Guarantees obligations of the Issuer or a Foreign Subsidiary which may become a Subsidiary Guarantor underwithout adverse tax consequences to the Company, or (ii) is a borrower or obligor (other than as Domestic Subsidiary to become a Subsidiary Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and with all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor Subsidiaries Guarantors, by executing and delivering to the Trustee Administrative Agent a supplemental indenture counterpart of the Subsidiary Guaranty or such other document as the Administrative Agent shall deem appropriate for such purpose, and (b) to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject deliver to the provisions Administrative Agent documents of the types referred to in clauses (iii) and (iv) of Section 10.06(a)4.01(a) Guaranteeand favorable opinions of counsel to such Person (which shall cover, on a joint and several basisamong other things, the full legality, validity, binding effect and prompt payment enforceability of the principal ofdocumentation referred to in clause (a)), premiumall in form, if any, content and interest in respect scope reasonably satisfactory to the Administrative Agent. If a Foreign Subsidiary cannot become a Subsidiary Guarantor for all of the Notes on Obligations without adverse tax consequences, but can become a senior basis and all other obligations under this IndentureSubsidiary Guarantor for a portion of the Obligations without such tax consequences, then such Foreign Subsidiary shall become a Subsidiary Guarantor for only such portion of the Obligations which will not result in adverse tax consequences to the Company, provided however that, any Foreign Subsidiary that is a guarantor of the Private Placement shall be a Subsidiary Guarantor.

Additional Subsidiary Guarantors. Notify the Administrative Agent at the time that any Person meets the criteria set forth in clause (ab) After or (c) of the Issue Datedefinition of the term “Subsidiary Guarantor” and promptly thereafter (and in any event within 30 days or such longer period as may be agreed to by the Administrative Agent) cause the Collateral and Guarantee Requirement with respect to such Person to be satisfied. Notwithstanding the foregoing, the Issuer will cause each Restricted Company may designate a Subsidiary which not meeting the criteria set forth in clause (b) or (c) of the definition of the term “Subsidiary Guarantor” as a Subsidiary Guarantor; provided that (i) Guarantees obligations of the Issuer or a Collateral and Guarantee Requirement with respect to such Subsidiary Guarantor undershall have been, or concurrently therewith shall be, satisfied, (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute the Administrative Agent shall be reasonably satisfied that performance by such Subsidiary of its obligations under the Guarantee Agreement and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant Security Documents to which such Restricted Subsidiary would be a party is not subject to any prior approval, consent, exemption, authorization or other action by, or notice to, or filing with, any Governmental Authority, or to any Law materially impeding the ability of such Subsidiary to perform its obligations under the Guarantee Agreement and such Security Documents and (iii) the Company shall have delivered a certificate of a Responsible Officer of the Company to the effect that, after giving effect to any such designation and such Subsidiary becoming a Loan Party hereunder, the representations and warranties set forth in this Agreement and the other Loan Documents as to such Subsidiary shall irrevocably be true and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint correct and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indentureno Default shall occur or be continuing. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. (a) After the Issue DateThe Obligors shall cause any Wholly-Owned Subsidiary of KCMH that is a Domestic Subsidiary, the Issuer will cause each Restricted other than any Broker-Dealer Subsidiary which (i) Guarantees obligations or any Domestic Subsidiary of the Issuer a Foreign Subsidiary or a Domestic Subsidiary Guarantor undersubstantially all of whose assets consist of capital stock and/or indebtedness of one or more Foreign Subsidiaries, formed or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days acquired after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor date hereof to become a Subsidiary Guarantor “Guarantor” and an “Obligor” under this Agreement, by executing and delivering to the Trustee Administrative Agent a supplemental indenture to this Indenture substantially Guarantee Assumption Agreement in the form of Exhibit B attached hereto1 hereto (together with an appropriate legal opinion of counsel, pursuant as referred to which in said Exhibit 1). Accordingly, upon the execution and delivery of any such Restricted Guarantee Assumption Agreement by any such new Subsidiary, such new Subsidiary irrevocably shall automatically and unconditionally (subject immediately, and without any further action on the part of any Person, become a “Guarantor” and an “Obligor” under and for all purposes of this Agreement and the other Loan Documents, each reference in this Agreement and the other Loan Documents to the provisions “Collateral” shall also mean and be a reference to the Collateral granted by such new Subsidiary and each reference in this Agreement to an Annex shall also mean and be a reference to the annex as attached to such Guaranteed Assumption Agreement. In addition, upon the execution and delivery of Section 10.06(a)) Guarantee, on a joint and several basisany such Guarantee Assumption Agreement, the full new Guarantor makes the representations and prompt payment warranties set forth in Section 3 hereof. Notwithstanding the foregoing, none of (i) KCM U.S. nor any other Broker-Dealer Subsidiary or (ii) any Wholly-Owned Domestic Subsidiary, the principal ofgiving of a guarantee hereunder would, premiumin the reasonable determination of KCMH, if anymaterially and adversely affect the ability of such Subsidiary to comply with applicable Laws and regulations, and interest in respect of the Notes on shall be a senior basis and all other obligations Guarantor under this IndentureAgreement.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each Any Restricted Subsidiary which (i) Guarantees obligations of the Issuer or that is not already a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee a supplemental indenture within twenty (20) Business Days of the date such Subsidiary is formed or acquired; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Amended Indenture substantially in for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the form of Exhibit B attached hereto, Collateral Agreements pursuant to which it will ▇▇▇▇▇ ▇ ▇▇▇▇ on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent, resolutions, corporate documents, Opinions of Counsel and other customary documents requested by the Trustee or other Agent. (b) Notwithstanding the foregoing and the other provisions of this Amended Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary irrevocably pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally (subject to released and discharged upon the provisions of Section 10.06(a)) Guarantee, on a joint terms and several basis, the full and prompt payment of the principal of, premium, if any, and interest conditions set forth in respect of the Notes on a senior basis and all other obligations under this Indenture.Section

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each The Company or any Restricted Subsidiary which may cause any of their respective Subsidiaries to become a Subsidiary Guarantor with respect to the Securities. If the Company or any Restricted Subsidiary or any of their respective Subsidiaries shall, in compliance with the covenants in Article X, after the date of this Indenture, (i) Guarantees obligations of the Issuer transfer or cause to be transferred, any Property to any Subsidiary that is not a Subsidiary Guarantor under, (other than an Unrestricted Subsidiary) or (ii) make any Investment in any Subsidiary that is not a borrower or obligor Subsidiary Guarantor (other than as Guarantor) underan Unrestricted Subsidiary), any Guarantor Obligation Debt to execute and deliver to then the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, Company or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such that Restricted Subsidiary shall irrevocably cause that Subsidiary to execute a Subsidiary Guarantee and unconditionally (subject to deliver an Opinion of Counsel, in accordance with the provisions terms of Section 10.06(a)) Guarantee, on a joint and several basis, this Indenture unless the full and prompt payment Board of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to Directors has duly designated that Subsidiary as an Unrestricted Subsidiary. Any such Subsidiary shall become a Subsidiary Guarantor by executing and delivering to the Trustee (a) a supplemental indenture to this Indenture substantially indenture, in form and substance satisfactory to, and executed by, the form of Exhibit B attached heretoTrustee and executed by the Company, pursuant to which subjects such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(athis Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Subsidiary and constitutes the legal, valid, binding and enforceable obligation of such Subsidiary (subject to such customary exceptions concerning creditors' rights and equitable principles)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each Any Restricted Subsidiary which (i) Guarantees obligations of the Issuer or that is not already a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing (1) a supplemental indenture and delivering it to the Trustee a supplemental indenture within twenty (20) Business Days of the date such Subsidiary is formed or acquired; provided that the foregoing shall not apply to Subsidiaries of the Company that have properly been designated as Unrestricted Subsidiaries in accordance with this Indenture substantially in for so long as they continue to constitute Unrestricted Subsidiaries, (2) amendments to the form of Exhibit B attached hereto, Collateral Agreements pursuant to which it will ▇▇▇▇▇ ▇ ▇▇▇▇ on any Collateral held by it in favor of the Collateral Agent for the benefit of the Secured Parties, and become a Collateral Grantor thereunder, and cause such Liens to be perfected as required thereby and (3) deliver to the Trustee or any other Agent, resolutions, corporate documents, Opinions of Counsel and other customary documents requested by the Trustee or other Agent. (b) Notwithstanding the foregoing and the other provisions of this Indenture, any Subsidiary Guarantee incurred by a Restricted Subsidiary irrevocably pursuant to this Section 4.13 shall provide by its terms that it shall be automatically and unconditionally (subject to released and discharged upon the provisions of terms and conditions set forth in Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture10.03 hereof.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will The Company shall cause each Domestic Restricted Subsidiary, other than (unless otherwise determined by the Company) any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, that guarantees any Indebtedness of the Company or of any other Restricted Subsidiary which (i) Guarantees obligations of incurred pursuant to the Issuer ABL Credit Agreement or the Term Credit Agreement to, within a Subsidiary Guarantor underreasonable time thereafter, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt Guaranty Agreement pursuant to which such Domestic Restricted Subsidiary shall irrevocably will Guarantee payment of the Securities on the same terms and unconditionally conditions as those set forth in this Indenture (subject to any limitations that apply to the provisions guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.06(a10.11)) Guarantee. Any such Domestic Restricted Subsidiary will, on a joint substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and several basisfuture assets constituting Collateral to secure its guarantee, and the full and prompt payment Company will cause all of the principal ofCapital Stock in such Domestic Restricted Subsidiary owned by the Company or a Subsidiary Guarantor, premiumto the extent constituting Collateral, if any, to be pledged to secure the Securities and interest in respect the guarantees thereof. This Section 10.11 shall not apply to any of the Notes on a senior basis and all other obligations under this IndentureCompany’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause As contemplated by each Restricted Subsidiary which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor underRevolving Credit Facility and the Term Loan Credit Facility, or (ii) is a borrower or obligor new Subsidiaries (other than as a Financing Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor) under” under this Agreement, any Guarantor Obligation Debt to execute by executing and deliver delivering to the Trustee Collateral Agent a supplemental indenture to this Indenture substantially Guarantee Assumption Agreement in the form of Exhibit B attached hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto within 30 days after shall be deemed to be supplemented in the giving manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee of, or becoming a borrower or obligor under, Assumption Agreement and shall be permitted to update the Annexes with respect to such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureSubsidiary. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. (a) After As contemplated by the Issue DateRevolving Credit Facility, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor under, or (ii) is a borrower or obligor new Subsidiaries (other than as a Financing Subsidiary) of the Borrower formed or acquired by the Borrower after the date hereof, existing Subsidiaries of the Borrower that after the date hereof cease to constitute Financing Subsidiaries under the Revolving Credit Facility, and any other Person that otherwise becomes a Subsidiary (other than a Financing Subsidiary) within the meaning of the definition thereof, are required to become a “Subsidiary Guarantor) under” under this Agreement, any Guarantor Obligation Debt to execute by executing and deliver delivering to the Trustee Collateral Agent a supplemental indenture to this Indenture substantially Guarantee Assumption Agreement in the form of Exhibit B attached hereto. Accordingly, upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and an “Obligor” for all purposes of this Agreement, and Annexes 2.05, 2.07, 2.08, 2.09, 2.10 and 2.11 hereto within 30 days after shall be deemed to be supplemented in the giving manner specified in such Guarantee Assumption Agreement. In addition, upon execution and delivery of any such Guarantee Assumption Agreement, the new Subsidiary Guarantor makes the representations and warranties set forth in Section 2 as of the date of such Guarantee of, or becoming a borrower or obligor under, Assumption Agreement and shall be permitted to update the Annexes with respect to such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureSubsidiary. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will shall cause each Restricted Subsidiary which that (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the release provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Restricted Subsidiary that is a Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary will irrevocably and unconditionally (subject to the release provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. In the event that any Person becomes a Material Domestic Subsidiary (or is designated by the Borrower as, or is deemed designated as, a Material Domestic Subsidiary pursuant to the definition of “Material Domestic Subsidiary”) or becomes a Borrowing Base Property Subsidiary, whether pursuant to formation, acquisition or otherwise, the Borrower shall promptly (and, in any event, within thirty (30) days after such formation, acquisition or other event, as such time period may be extended by the Administrative Agent in its sole discretion) (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor Person to become a Subsidiary Guarantor by executing and delivering to the Trustee Administrative Agent a supplemental indenture duly executed supplement to this Indenture substantially the Subsidiary Guaranty and the Security Agreement, (b) cause all of the issued and outstanding Equity Interests of such Subsidiary Guarantor to be subject to a first priority, perfected Lien in favor of the form of Exhibit B attached heretoAdministrative Agent to secure the Secured Obligations in accordance with the terms and conditions of, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basisexceptions set forth in, the full Collateral Documents, subject in any case to Liens created under the Loan Documents, and prompt payment restrictions on transfer imposed by applicable securities laws and other Liens permitted hereunder that arise by operation of law and (x) if any of such Equity Interests consist of certificated securities, deliver to the Administrative Agent the certificates representing such securities, in each case with appropriate endorsements or transfer powers, and (y) if any of such Equity Interests consist of uncertificated securities, enter into a control agreement with the issuer of such Equity Interests granting the Administrative Agent control (within the meaning of the principal of, premium, if anyUCC) over such uncertificated securities, and interest (c) deliver to the Administrative Agent appropriate resolutions, other Organizational Documents and legal opinions as may be reasonably requested by the Administrative Agent, in respect of each case, in substantially the Notes forms attached to such Loan Document or substantially similar to those documents delivered on a senior basis the Effective Date pursuant to Section 4.01(a)(xi) and all other obligations under this Indenture(xii), to the extent applicable, or which shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent.

Additional Subsidiary Guarantors. (a) After If, after the Issue Date, the Issuer will cause each Company or any of its Restricted Subsidiaries acquires or creates another Restricted Subsidiary which (i) Guarantees obligations that guarantees Indebtedness of the Issuer Company or a any Subsidiary Guarantor underunder a Credit Facility, then, in either case, the Company shall cause such Restricted Subsidiary to, within 30 days after the date such Subsidiary was acquired or created or on which it guaranteed such Indebtedness: (ii1) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of set forth in Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably unconditionally guarantee all of the Company’s obligations under the Notes and unconditionally the Indenture on the terms set forth in this Indenture; and (2) deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel that such supplemental indenture has been duly authorized, executed and delivered by such Restricted Subsidiary and constitutes a legal, valid, binding and enforceable obligation of such Restricted Subsidiary in accordance with its terms. Thereafter, such Restricted Subsidiary shall be a Subsidiary Guarantor for all purposes of this Indenture, subject to such Restricted Subsidiary ceasing to be a Subsidiary Guarantor when its Subsidiary Guarantee is released in accordance with the provisions terms of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. The Company will cause (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which is or becomes a Material Subsidiary (iother than an Issuer) Guarantees or which is designated by the Company as a “Material Subsidiary” pursuant to Section 10.9 and (b) each entity that guarantees or becomes obligated with respect to the obligations of the Issuer Company or a any other Subsidiary Guarantor underunder any Principal Credit Facility, or (ii) is a borrower or obligor (other than as Guarantor) underin each case, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering (provided, that with respect to clause (a) only, any such Subsidiary which is a Foreign Subsidiary will not be required to become a Subsidiary Guarantor if becoming a Subsidiary Guarantor would result in adverse tax consequences to the Trustee Company and its Subsidiaries) and concurrently therewith deliver to each holder of a supplemental indenture to this Indenture substantially Note: (i) an executed Subsidiary Guarantee Accession Agreement (as defined in the form Subsidiary Guarantee); (ii) a certificate signed by an authorized responsible officer of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably containing representations and unconditionally (subject warranties on behalf of such Subsidiary to the provisions same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.18 of Section 10.06(athis Agreement (but with respect to such Subsidiary and such Subsidiary Guarantee Accession Agreement rather than the Company); (iii) Guaranteeall documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on a joint and several basis, the full and prompt payment part of such Subsidiary of the principal of, premium, if any, execution and interest in respect delivery of such Subsidiary Guarantee Accession Agreement and the Notes on a senior basis performance by such Subsidiary of its obligations thereunder and all other obligations under this Indenturethe Subsidiary Guarantee; and (iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guarantee Accession Agreement as the Required Holders may reasonably request.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer The Company will cause each Restricted any domestic Subsidiary which (i) Guarantees obligations is required by the terms of the Issuer or Bank Credit Agreement to become a Subsidiary Guarantor underparty to, or (ii) is a borrower or obligor (other than as Guarantor) underotherwise guarantee, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest Indebtedness in respect of the Bank Credit Agreement, to enter into the Subsidiary Guaranty and the other Collateral Documents, as appropriate, and deliver to each of the holders of the Notes on (concurrently with the incurrence of any such obligation pursuant to the Bank Credit Agreement) the following items: (a) a senior basis joinder agreement in respect of the Subsidiary Guaranty and all the other obligations under this Indenture.Collateral Documents, as appropriate; (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor certificate signed by executing an authorized Responsible Officer of the Company making representations and delivering warranties to the Trustee a supplemental indenture effect of those contained in Sections 5.4, 5.6 and 5.7, with respect to this Indenture substantially in such Subsidiary and the form Subsidiary Guaranty, as applicable; and (c) an opinion of Exhibit B attached hereto, pursuant counsel (who may be in-house counsel for the Company) addressed to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment each of the principal of, premium, if any, and interest in respect holders of the Notes on a senior basis and all reasonably satisfactory to the Required Holders, to the effect that the Subsidiary Guaranty and the other Collateral Documents, as appropriate, by such Person has been duly authorized, executed and delivered and that the Subsidiary Guaranty and the other Collateral Documents, as appropriate, each constitute the legal, valid and binding contract and agreement of such Person enforceable in accordance with its terms, except as an enforcement of such terms may be limited by bankruptcy, insolvency, fraudulent conveyance and similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. The Subsidiary Guarantors shall be released from their respective obligations under this Indenturethe Subsidiary Guaranty upon the satisfaction of the terms and provisions of Sections 2.2(c) hereof.

Additional Subsidiary Guarantors. This Section 3.8 shall apply to any series of Securities unless otherwise provided with respect to such series pursuant to Section 2.3. With respect to any series of Securities to which this Section 3.8 applies, the Issuer shall not at any time permit any Restricted Subsidiary to guarantee the payment of any indebtedness of the Issuer unless: (a) After the Issue Date, the Issuer will cause each if such Restricted Subsidiary which is not a Subsidiary Guarantor with respect to such series of Securities at such time: (i) Guarantees obligations such Restricted Subsidiary simultaneously executes and delivers a supplemental indenture hereto in which such Restricted Subsidiary agrees to be bound by the terms of the Issuer or this Indenture as a Subsidiary Guarantor under, or with respect to such series of Securities; and (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and such Restricted Subsidiary shall deliver to the Trustee a an Opinion of Counsel to the effect that such supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving has been duly executed and authorized and constitutes a valid, binding and enforceable obligation of such Guarantee ofRestricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or becoming a borrower or obligor undersimilar laws (including, such Guarantor Obligation Debt pursuant without limitation, all laws relating to which such Restricted Subsidiary shall irrevocably fraudulent transfers) and unconditionally (except insofar as enforcement thereof is subject to the provisions general principles of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.equity; and (b) The with respect to any guarantee of subordinated indebtedness of the Issuer at any time at its sole option also may cause any Non-Guarantor by a Restricted Subsidiary, such guarantee shall be subordinated to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary's Subsidiary irrevocably and unconditionally (subject Guarantee with respect to the provisions such series of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureSecurities.

Additional Subsidiary Guarantors. If the Company or any Wholly-owned domestic Subsidiary at any time creates or acquires any direct Wholly-owned Subsidiary (other than any holding company created for the purpose of holding shares of MacD▇▇▇▇▇, ▇▇tt▇▇▇▇▇ and Associates Ltd.) (each, a "New Subsidiary"), the Company shall, within 10 days after such creation or acquisition), (a) After the Issue Date, the Issuer will cause each Restricted such New Subsidiary which (i) Guarantees obligations of the Issuer or a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver a supplement to the Trustee a supplemental indenture to this Indenture substantially Subsidiary Guaranty Agreement in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject A to the provisions of Section 10.06(a)Subsidiary Guaranty Agreement, (b) Guaranteecause such New Subsidiary to become a party to the Security Agreement, on (c) grant a joint and several basis, perfected first priority Lien to the full and prompt payment Collateral Agent for the benefit of the principal of, premium, if any, and interest in respect holders of the Notes on a senior basis all of the outstanding capital stock or other equity interest of such New Subsidiary and (d) take, and cause such New Subsidiary and each other Subsidiary to take, all other obligations under action necessary or (in the opinion of the Collateral Agent or the holders of the Notes) desirable to perfect and protect the Liens intended to be created by this Indenture. Agreement and the Security Documents (including any documents delivered in connection with such creation or acquisition pursuant to clauses (a), (b) The Issuer at and (c) of this Section); provided that (1) the Company will not be required to take the actions described in clauses (a) and (b) of this subsection with respect to any time at its sole option also may cause any Non-Guarantor New Subsidiary that is not a domestic Subsidiary or which has not become liable under the Bank Credit Agreement as a guarantor or otherwise, (2) the Company will not be required to become a Subsidiary Guarantor by executing and delivering take the actions described in clause (c) with respect to the Trustee capital stock or other equity interests of any New Subsidiary that is not a supplemental indenture domestic Subsidiary to this Indenture substantially in the form extent the aggregate capital stock or other equity interest of Exhibit B attached hereto, pursuant to which such Restricted New Subsidiary irrevocably and unconditionally (subject to a Lien granted to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, Collateral Agent for the full and prompt payment benefit of the principal of, premium, if any, and interest in respect holders of the Notes would exceed 66% of the outstanding capital stock or other equity interests of such New Subsidiary, and (3) the Company will not be required to take any of the actions described in clauses (a), (b), or (c) of this Section 5.18 with respect to any New Subsidiary to the extent any such action is prohibited by the terms of any agreement or instrument to which (x) such New Subsidiary is a party or is bound as in effect on the date such New Subsidiary becomes a senior basis and all Subsidiary of the Company, so long as such agreement or such instrument was not entered into in contemplation of such New Subsidiary becoming a Subsidiary of the Company or (y) the Company or any of its Wholly-owned domestic Subsidiaries (other obligations under this Indenturethan such New Subsidiary) is a party or is bound as in effect on the Ninth Amendment Effective Date." 1.4. The period at the end of SECTION 6.1

Additional Subsidiary Guarantors. (a) After In the Issue Dateevent that a Eligible Collateral Pool Property of a Wholly-Owned Subsidiary of the Borrower is to be included as a Mortgage Property as contemplated by Section 4.3, the Issuer will Borrower shall, as a condition to such Eligible Collateral Pool Property being included as a Mortgage Property, cause each Restricted such Subsidiary, and each other Subsidiary which (i) Guarantees obligations of the Issuer owns a direct or a Subsidiary Guarantor underindirect interest in such Subsidiary, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee Administrative Agent a supplemental indenture Joinder Agreement, and such Subsidiary or Subsidiaries shall become an Additional Subsidiary Guarantor hereunder. In addition, the Borrower shall cause each Subsidiary which is a Material Subsidiary to this Indenture substantially execute a Joinder Agreement and become an Additional Subsidiary Guarantor within thirty (30) days (or such longer period as the Administrative Agent may reasonably determine) after such Subsidiary becoming a Material Subsidiary. Each such Subsidiary shall be specifically authorized, in accordance with its respective organizational documents, to be a Guarantor hereunder and to execute the Joinder Agreement and such Security Documents as the Administrative Agent may reasonably require. Without limiting the foregoing, each such Subsidiary shall also be in good standing in its state of organization and in the form of Exhibit B attached hereto within 30 days after jurisdiction in which its Mortgage Property is located and be in compliance with the giving covenants set forth in Section 7.20. In connection with the delivery of such Guarantee ofJoinder Agreement, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary the Borrower shall irrevocably and unconditionally (subject deliver to the provisions of Section 10.06(a)) GuaranteeAdministrative Agent such organizational agreements, on a joint resolutions, consents, opinions and several basis, other documents and instruments as the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureAdministrative Agent may reasonably require. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. The Company will cause (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which is or becomes a Material Subsidiary (iother than an Issuer) Guarantees or which is designated by the Company as a “Material Subsidiary” pursuant to Section 10.9 and (b) each entity that guarantees or becomes obligated with respect to the obligations of the Issuer Company or a any other Subsidiary Guarantor underunder any Principal Credit Facility, or (ii) is a borrower or obligor (other than as Guarantor) underin DB1/ 131461627.9 each case, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering (provided, that with respect to clause (a) only, any such Subsidiary which is a Foreign Subsidiary will not be required to become a Subsidiary Guarantor if becoming a Subsidiary Guarantor would result in adverse tax consequences to the Trustee Company and its Subsidiaries) and concurrently therewith deliver to each holder of a supplemental indenture to this Indenture substantially Note: (i) an executed Subsidiary Guarantee Accession Agreement (as defined in the form Subsidiary Guarantee); (ii) a certificate signed by an authorized responsible officer of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably containing representations and unconditionally (subject warranties on behalf of such Subsidiary to the provisions same effect, mutatis mutandis, as those contained in Sections 5.1, 5.2, 5.6, 5.7 and 5.18 of Section 10.06(athis Agreement (but with respect to such Subsidiary and such Subsidiary Guarantee Accession Agreement rather than the Company); (iii) Guaranteeall documents as may be reasonably requested by the Required Holders to evidence the due organization, continuing existence and, where applicable, good standing of such Subsidiary and the due authorization by all requisite action on a joint and several basis, the full and prompt payment part of such Subsidiary of the principal of, premium, if any, execution and interest in respect delivery of such Subsidiary Guarantee Accession Agreement and the Notes on a senior basis performance by such Subsidiary of its obligations thereunder and all other obligations under this Indenturethe Subsidiary Guarantee; and (iv) an opinion of counsel reasonably satisfactory to the Required Holders covering such matters relating to such Subsidiary and such Subsidiary Guarantee Accession Agreement as the Required Holders may reasonably request.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will The Company must cause each Restricted Subsidiary which (i) Guarantees each of its current Subsidiaries which operates a Casino or a Related Business and which becomes a wholly-owned Subsidiary after the Issue Date and any other wholly-owned Subsidiary created or acquired after the Issue Date which operates a Casino -57- 66 or Related Business and (ii) each Subsidiary that executes a guarantee of Indebtedness of the Company that is unsecured and Pari Passu or subordinate to the Notes (each, an "Additional Guarantor") to execute a supplemental indenture and guarantee providing that such Additional Guarantor guarantees the obligations of the Issuer Company in accordance with the terms of Article XII and that all the terms and conditions of Article XII and, to the extent applicable, Article XIII, applying to the Guarantor shall apply with the same effect to such Additional Guarantor or Additional Guarantors and to deliver copies of the supplemental indenture and guarantee to the Trustee; provided, however, that a Guarantee executed by a Subsidiary Guarantor under, or pursuant to clause (ii) is a borrower or obligor (other than hereof shall have the same relative ranking with respect to the guarantee initially executed by such Subsidiary as Guarantor) under, the Notes have to the Indebtedness initially guaranteed by such Subsidiary. The obligations of any potential Additional Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (will be subject to the provisions receipt of Section 10.06(a)) Guaranteeany approval required by any Gaming Authority or any other Governmental Authority, on a joint which the Company and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indentureits Subsidiaries shall use their best efforts to obtain. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations As contemplated by Section 5.12 of the Issuer Credit Agreement, new Subsidiaries of the Borrower formed or a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to acquired by the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days Borrower after the giving of such Guarantee ofdate hereof, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor are required to become a “Subsidiary Guarantor Guarantor” under this Agreement, by executing and delivering to the Trustee Collateral Custodian a supplemental indenture to this Indenture substantially Guarantee Assumption Agreement in the form of Exhibit B attached A hereto. Accordingly, pursuant upon the execution and delivery of any such Guarantee Assumption Agreement by any such Subsidiary, such new Subsidiary shall automatically and immediately, and without any further action on the part of any Person, become a “Subsidiary Guarantor” and a “Grantor” for all purposes of this Agreement, and Annexes 1 through 6, inclusive, hereto shall be deemed to which be supplemented in the manner specified in such Restricted Subsidiary irrevocably Guarantee Assumption Agreement. In addition, upon execution and unconditionally (subject to the provisions delivery of Section 10.06(a)) Guarantee, on a joint and several basisany such Guarantee Assumption Agreement, the full new Subsidiary Guarantor makes the representations and prompt payment warranties set forth in Section 2 as of the principal ofdate of such Guarantee Assumption Agreement. Notwithstanding the foregoing, premiumno Equity Subsidiary shall be required to grant any collateral security in any of its assets under the Guarantee and Security Agreement, if any, and interest in respect of the Notes on but shall only be required to be a senior basis and all other obligations under this IndentureSubsidiary Guarantor thereunder.

Additional Subsidiary Guarantors. (a) After Subject to guarantee limitations customary in foreign jurisdictions with respect to Foreign Subsidiaries on and after the Issue Datedate hereof, the Issuer Company will cause each Restricted of the Company’s Subsidiaries that is not an Excluded Subsidiary which to promptly (but in any event within (i) Guarantees obligations thirty (30) calendar days (or such later date as may be agreed by the Required Holders in their reasonable discretion) in the case of a Domestic Subsidiary and (ii) seventy-five (75) calendar days in the Issuer or case of a Foreign Subsidiary, in each such case of (x) such Subsidiary Guarantor underthat was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (iiy) the acquisition or formation of a Subsidiary which is a borrower or obligor (other than as Guarantornot an Excluded Subsidiary) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably will agree to be a Subsidiary Guarantor under this Indenture and unconditionally (be bound by the terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 18; provided, that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel. In addition, the Company shall cause each Subsidiary Guarantor to become a party to the applicable Security Documents and take such actions required thereby to grant to the Collateral Agent, for the benefit of itself, the Trustee and the Holders, a perfected security interest in any Collateral held by such Subsidiary Guarantor and subject to the provisions of Section 10.06(a)) Guarantee, on a joint Permitted Liens and several basis, the full and prompt payment of the principal of, premium, if any, and interest subject to limitations customary in foreign jurisdictions with respect of the Notes on a senior basis and all other obligations under this Indentureto Foreign Subsidiaries.

Additional Subsidiary Guarantors. The Company shall cause any existing or future Subsidiary that becomes a subsidiary guarantor under the Company's 8 1/4% Senior Subordinated Notes due 2013 and the indenture governing such notes (a) After the Issue Date, the Issuer will cause each Restricted Subsidiary which (i) Guarantees obligations or a guarantor of any other Indebtedness of the Issuer or Company that ranks equal in right of payment with the Notes) to become a Subsidiary Guarantor under, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on Company becomes a senior basis and all guarantor under such other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor debt by executing and delivering to the Trustee (a) a supplemental indenture indenture, in form and substance satisfactory to the Trustee, which subjects such Person to the provisions (including the representations and warranties) of this Indenture substantially in as a Subsidiary Guarantor and (b) an Opinion of Counsel and Officers' Certificate to the form effect that such supplemental indenture has been duly authorized and executed by such Person and constitutes the legal, valid, binding and enforceable obligation of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably and unconditionally Person (subject to such customary exceptions concerning creditors' rights and equitable principles as may be acceptable to the provisions Trustee and provided that no opinion need be rendered concerning the enforceability of Section 10.06(athe Subsidiary Guarantee)) Guarantee. Notwithstanding the foregoing, with respect to each Subsidiary of the Company that is, on the date hereof, a joint and several basissubsidiary guarantor under the Company's 8 1/4% Senior Subordinated Notes due 2013 but not a Subsidiary Guarantor under the Notes, the full and prompt payment of the principal of, premium, if any, and interest in respect of Company shall cause such Subsidiary to become a Subsidiary Guarantor under the Notes on a senior basis and all other obligations under this Indenturein accordance with the procedures described in the prior sentence no later than December 31, 2004.

Additional Subsidiary Guarantors. (a) After the Issue DateThe Company will take such action, the Issuer and will cause each Restricted Subsidiary which (i) Guarantees obligations of its Subsidiaries to take such action, from time to time as shall be necessary to ensure that all Subsidiaries of the Issuer or a Subsidiary Guarantor under, or (ii) is a borrower or obligor Company (other than as GuarantorInactive Subsidiaries and Joint Venture Entities) underare Subsidiary Guarantors and, any Guarantor Obligation Debt to execute and deliver to thereby, "Obligors" hereunder. Without limiting the Trustee a supplemental indenture to this Indenture substantially generality of the foregoing, in the event that the Company or any of its Subsidiaries shall form of Exhibit B attached hereto within 30 days any new Subsidiary after the giving of such Guarantee ofdate hereof which the Company or the respective Subsidiary anticipates will not be an Inactive Subsidiary or a Joint Venture Entity (or, in the event that any Inactive Subsidiary or becoming a borrower Joint Venture Entity shall cease to be an Inactive Subsidiary or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(aJoint Venture Entity)) Guarantee, on a joint and several basis, the full and prompt payment of Company or the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. respective Subsidiary will cause such new Subsidiary (bor such Inactive Subsidiary or Joint Venture Entity which ceases to be an Inactive Subsidiary or Joint Venture Entity) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a "Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached heretoGuarantor" (and, thereby, an "Obligor") hereunder pursuant to which such Restricted Subsidiary irrevocably a written instrument in form and unconditionally (subject substance satisfactory to each Bank and the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if anyAdministrative Agent, and interest in respect to deliver such proof of corporate action, incumbency of officers, opinions of counsel and other documents as is consistent with those delivered by each Obligor pursuant to Section 7.01 hereof upon the Notes on a senior basis and all other obligations under this Indenture.Effective Date or as any Bank or the Administrative Agent shall have requested. Credit Agreement

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer The Company will cause each Domestic Restricted Subsidiary, other than (unless otherwise determined by the Company) any Foreign Subsidiary Holding Company or Subsidiary of a Foreign Subsidiary, that guarantees any Indebtedness of the Company or any other Restricted Subsidiary which (iincurred pursuant to Section 10.08(b)(i) Guarantees obligations of the Issuer or to, within a Subsidiary Guarantor underreasonable time thereafter, or (ii) is a borrower or obligor (other than as Guarantor) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt Guaranty Agreement pursuant to which such Domestic Restricted Subsidiary shall irrevocably will Guarantee payment of the Securities on the same terms and unconditionally conditions as those set forth in this Indenture (subject to any limitations that apply to the provisions guarantee of Indebtedness giving rise to the requirement to deliver a Guaranty Agreement pursuant to this Section 10.06(a10.16)) . Any such Domestic Restricted Subsidiary will, substantially concurrently with the execution of such Guaranty Agreement, pledge all of its existing and future assets constituting Collateral to secure its Guarantee, on a joint and several basis, the full and prompt payment Company will cause all of the principal of, premium, if any, and interest Capital Stock in respect of such Domestic Restricted Subsidiary owned by the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become Company or a Subsidiary Guarantor by executing to be pledged to secure the Securities and delivering the Guarantees and shall cause the Liens thereon to the Trustee a supplemental indenture be valid and perfected and second in priority only to this Indenture substantially in the form of Exhibit B attached heretoFirst Lien Obligations, pursuant to which such Restricted Subsidiary irrevocably and unconditionally (subject to Permitted Liens and the provisions of Section 10.06(a)) Guarantee, on a joint and several basislimitations set forth in this Indenture, the full Notes Collateral Documents and prompt payment the Intercreditor Agreement, including those described under Article XIV. This Section 10.16 shall not apply to any of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this IndentureCompany’s Subsidiaries that have been properly designated as an Unrestricted Subsidiary.

Additional Subsidiary Guarantors. (a) After Subject to guarantee limitations customary in foreign jurisdictions with respect to Foreign Subsidiaries on and after the Issue Datedate hereof, the Issuer Company will cause each Restricted of the Company’s Subsidiaries that is not an Excluded Subsidiary which to promptly (but in any event within (i) Guarantees obligations thirty (30) calendar days in the case of a Domestic Subsidiary and (ii) seventy-five (75) calendar days in the Issuer or case of a Foreign Subsidiary, in each such case of (x) such Subsidiary Guarantor underthat was previously deemed an Excluded Subsidiary ceasing to be an Excluded Subsidiary, or (iiy) the acquisition or formation of a Subsidiary which is a borrower or obligor (other than as Guarantornot an Excluded Subsidiary) under, any Guarantor Obligation Debt to execute and deliver to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of such Guarantee of, or becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee a supplemental indenture to this Indenture substantially in the form of Exhibit B attached hereto, pursuant to which such Restricted Subsidiary irrevocably will agree to be a Subsidiary Guarantor under this Indenture and unconditionally (be bound by the terms of this Indenture applicable to Subsidiary Guarantors, including, but not limited to, Article 17; provided, that such Subsidiary Guarantor shall deliver to the Trustee and the Collateral Agent an Opinion of Counsel. In addition, the Company shall cause each Subsidiary Guarantor to become a party to the applicable Security Documents and take such actions required thereby to grant to the Collateral Agent, for the benefit of the Collateral Agent, the Trustee and the Holders, a perfected security interest in any Collateral held by such Subsidiary Guarantor and subject to the provisions of Section 10.06(a)) Guarantee, on a joint Permitted Liens and several basis, the full and prompt payment of the principal of, premium, if any, and interest subject to limitations customary in foreign jurisdictions with respect of the Notes on a senior basis and all other obligations under this Indentureto Foreign Subsidiaries.

Additional Subsidiary Guarantors. (a) After the Issue Date, the Issuer will The Company may cause each Restricted any Subsidiary which (i) Guarantees obligations of the Issuer or to become a Subsidiary Guarantor under, with respect to the Notes. If the Company or (ii) is a borrower any of its Restricted Subsidiaries shall acquire or obligor create another Subsidiary (other than as Guarantorany Foreign Subsidiary) underor contribute property or assets to any existing Subsidiary, any Guarantor Obligation Debt then such Subsidiary shall be required to execute and deliver to a Subsidiary Guarantee, in accordance with the Trustee a supplemental indenture to terms of this Indenture substantially in the form of Exhibit B attached hereto within 30 days after the giving of Indenture, unless it has been designated as an Unrestricted Subsidiary; provided that no such Guarantee by such Subsidiary shall be required so long as (x) the Consolidated Net Income for the four fiscal quarter periods immediately preceding the date of acquisition or creation of, or becoming a borrower or obligor undercontribution to, such Guarantor Obligation Debt pursuant to Subsidiary for which financial statements are available and net assets at the end of such period of such Subsidiary do not exceed 3% of the Consolidated Net Income for such period and net assets at such date, respectively, of the Company and its Restricted Subsidiaries and (y) the combined Consolidated Net Income for such period and the net assets at such date of all Restricted Subsidiaries (other than Guarantors and Foreign Subsidiaries) does not exceed 5% of the Consolidated Net Income for such period and the net assets at such date, respectively, of the Company and its Restricted Subsidiaries. Any such Subsidiary shall irrevocably and unconditionally (subject to the provisions of Section 10.06(a)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture. (b) The Issuer at any time at its sole option also may cause any Non-Guarantor to become a Subsidiary Guarantor by executing and delivering to the Trustee (a) a supplemental indenture to this Indenture substantially indenture, in form and substance satisfactory to, and executed by, the form of Exhibit B attached heretoTrustee and executed by the Company, pursuant to which subjects such Restricted Subsidiary irrevocably and unconditionally (subject to the provisions of Section 10.06(athis Indenture as a Subsidiary Guarantor and (b) an Opinion of Counsel to the effect that such supplemental indenture has been duly authorized and executed by such Subsidiary and constitutes the legal, valid, binding and enforceable obligation of such Subsidiary (subject to such customary exceptions concerning creditors' rights and equitable principles)) Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations under this Indenture.