Common use of Future Guarantors Clause in Contracts

Future Guarantors. (a) The Issuer will cause any Restricted Subsidiary (other than an Excluded Subsidiary) of the Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), pursuant to which such Restricted Subsidiaries will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraph. (b) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.

Future Guarantors. (a) The Issuer will cause On the Issue Date or thereafter, if any Restricted Subsidiary Subsidiary, including any newly-acquired or newly-created Restricted Subsidiary, (other than i) is or becomes a borrower under any Debt Facilities or Guarantees the Obligations under any Debt Facilities with an Excluded Subsidiaryaggregate principal amount in excess of $50.0 million or (ii) of the Issuer that (A) as of the last day is or becomes an issuer of any fiscal quarter and other capital markets debt securities or Guarantees the Obligations in respect of any capital markets debt securities with respect to the Issuer and its an aggregate principal amount in excess of $50.0 million, then that Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to Subsidiary shall become a Guarantor and execute by execution of a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as within 30 days of the last day date of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year)event, pursuant to which such Restricted Subsidiaries Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations Obligations under the this Indenture on an unsecured, a senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraph. (b) The obligations Each Restricted Subsidiary that becomes a Guarantor on or after the Issue Date shall also become a party to the applicable Collateral Documents and the Intercreditor Agreements and will, within 30 days of the event specified in Section 4.11(a), execute and deliver such documents and instruments as may be necessary to vest in the Collateral Agent a second-priority security interest (subject to Permitted Liens), in each Guarantor case, in the manner and to the extent set forth in the such Collateral Documents and this Indenture in assets of the type constituting Collateral as security for the Notes or the Note Guarantees, as applicable, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such assets to the same extent and with the same force and effect. (c) Each Note Guarantee will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Guarantor without rendering the guarantee, as willit relates to such Guarantor, after giving effect voidable under applicable law relating to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer transfer, abuse of corporate assets or similar laws affecting the rights of creditors generally or otherwise to reflect applicable laws, including laws relating to the liability of directors and managers. (d) Notwithstanding anything to the contrary contained herein (i) a Note Guarantee provided pursuant to the terms hereof by a Restricted Subsidiary organized in a jurisdiction other than the United States, the Netherlands, Australia, Bermuda, Canada, the United Kingdom, Japan, Ireland or Jamaica, including a Note Guarantee existing on the Issue Date, may be (or may be modified to become) a Limited Guarantee if the Board of Directors of the Company, in consultation with local counsel, makes a reasonable determination that such limitations are required under Applicable Law. By virtue the applicable law of such jurisdiction, and (ii) a Restricted Subsidiary organized in a jurisdiction other than the United States, the Netherlands, Australia, Bermuda, Canada, the United Kingdom, Japan, Ireland or Jamaica will not be required to become a Guarantor if the Board of Directors of the Company, in consultation with local counsel, makes a reasonable determination that such Restricted Subsidiary cannot provide a Note Guarantee in view of the limitations imposed by the applicable law of such jurisdiction of more than de minimis value in relation to the assets of such Restricted Subsidiary. (e) Any designation of a Note Guarantee as a Limited Guarantee shall be evidenced to the Trustee by filing with the Trustee a certified copy of the resolution of the Board of Directors of the Company giving effect to such designation and an Officers’ Certificate certifying that such designation was made in compliance with this limitationIndenture. (f) Each Note Guarantee shall be released in accordance with the provisions of Section 10.06. (g) From and after the Issue Date, the Company shall cause each Restricted Subsidiary that was a guarantor or borrower under the Senior Credit Facilities on the Issue Date, or each Restricted Subsidiary that became a guarantor or borrower under the Senior Credit Facilities after the Issue Date and prior to the Collateral Due Date, as soon as reasonably practicable, but in any event, no later than the Collateral Due Date, to become a Guarantor’s obligation under its Note Guarantee could ; provided that in no event shall any such Restricted Subsidiary be significantly less than amounts payable required to become a Guarantor prior to the time that it would have otherwise been required to become a Guarantor pursuant to Section 4.11(a). (h) From and after the Issue Date, with respect to the Notesportion of the Collateral securing the Notes or the Note Guarantees, as applicable, for which a valid and perfected Lien in favor of the Collateral Agent has not been created on or a prior to the Issue Date, the Company shall, and shall cause each of the Guarantors to, as soon as reasonably practicable, but in any event, no later than the Collateral Due Date, complete those actions required to create and perfect all of such Liens in such portion of the Collateral; provided that in no event shall the Company or any Guarantor may be required to complete any such actions prior to the time that it would have effectively no obligation under its Note Guaranteeotherwise been required to complete such actions pursuant to Section 4.11(b).

Future Guarantors. (a) The Issuer On and after the Closing Date, the Company will cause any each Domestic Subsidiary that is a Wholly Owned Restricted Subsidiary (other than an the Issuer, a Subsidiary Guarantor or any Excluded Subsidiary) that (1) is a borrower under, or that Guarantees the Obligations under, the Senior Secured Credit Facilities or any syndicated Debt Facility of the Issuer that or any Guarantor incurred pursuant to clause (A1)(a) as of Section 4.09(b) or (2) is a co-issuer of or Guarantees the last day of Obligations under any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets other capital markets debt securities of the Issuer and its Restricted Subsidiaries as determined or any Guarantor, in accordance with IFRS, or (B) for the preceding twelve-month period measured as each case in a principal amount in excess of the end greater of a fiscal quarter, individually represents at least 10(x) $45.0 million and (y) 15.0% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted SubsidiariesEBITDA, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to within 30 days execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year indenture substantially in the case of the last fiscal quarter of each fiscal year), form attached hereto as Exhibit C pursuant to which such Restricted Subsidiaries Domestic Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, of premium, if any, and interest in respect of the Notes on a senior basis and all other obligations Obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphIndenture. (b) The Company may elect, in its sole discretion, to cause or allow, as the case may be, any Subsidiary of the Company or any of its Parent Entities that is not otherwise required to be a Guarantor to become a Guarantor, in which case, such Subsidiary or Parent Entity shall not be required to comply with the 30-day period described above. (c) The obligations of each Guarantor 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 Secured Credit Facilities) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, federal or a Guarantor may have effectively no obligation under its Note Guaranteestate law.

Future Guarantors. (a) The After the Issue Date, the Issuer will shall cause each Restricted Subsidiary that Guarantees obligations of the Issuer or another Guarantor under, or is a borrower or obligor under, the Credit Agreement or any other syndicated loan facility or capital markets debt (in each case, other than (x) Non-Recourse Debt, (y) Acquired Debt (other than Acquired Debt issued in connection with, or in contemplation of, any other Person merging, consolidating or amalgamating with or into, being acquired or becoming a Restricted Subsidiary of, the Issuer or transferring assets to the Issuer) and (z) guarantees of such Acquired Debt or any other Indebtedness of the Issuer or any Restricted Subsidiary (other than an Excluded Subsidiary) to the extent a Guarantee is required as a result of the Issuer that (A) as of the last day of any fiscal quarter and with respect to assumption by either the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such any Restricted Subsidiary will not be required to become a Guarantor of such Acquired Debt pursuant to the preceding sentenceterms of such Acquired Debt (collectively, and (ii“Guarantor Obligation Debt”)) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and indenture to this Indenture substantially in any event the form of Exhibit B attached hereto within 90 30 days after each fiscal quarter (the giving of such Guarantee of, or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year)becoming a borrower or obligor under, such Guarantor Obligation Debt pursuant to which such Restricted Subsidiaries Subsidiary will irrevocably and unconditionally Guarantee(subject to 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 the Indenture on an unsecured, senior basisthis Indenture. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event The Note Guarantee of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided released and discharged in this paragraphaccordance with the provisions of Section 10.06(a). (b) The obligations of each Issuer at any time at its sole option may cause any Restricted Subsidiary that is not a Guarantor will be limited to the maximum amount as will, after giving effect become a Guarantor by executing a supplemental indenture to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.

Future Guarantors. The Issuer shall cause: (a) The Issuer will cause any future Restricted Subsidiary (other than an Excluded Subsidiary) to provide a Guarantee of the Issuer that (A) as of Notes immediately upon becoming a Restricted Subsidiary, unless the last day of any fiscal quarter and with respect to the Issuer Issuer’s and its Restricted Subsidiaries, individually represents at least 10’ proportionate share of the total assets (after intercompany eliminations) of such Restricted Subsidiary plus those of every other Restricted Subsidiary that does not Guarantee the Notes is equal to or less than 5% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA total assets of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, consolidated as of the last day end of the relevant most recently completed fiscal quarter, year; and (b) such additional Restricted Subsidiaries immediately to provide Guarantees of the Notes as shall cause the non-Guarantor Restricted Subsidiaries’ share of the total assets (after inter-company eliminations) of the Issuer and the then existing Subsidiary Guarantors collectively represent at least 90to be equal to or less than 5% of the Total Assets total assets of the Issuer and its Restricted Subsidiaries, then such consolidated as of the end of the most recently completed fiscal year, if at any time the Issuer’s and its Restricted Subsidiary will Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Restricted Subsidiaries that do not be required to become a Guarantor pursuant to Guarantee the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90Notes is more than 5% of the Consolidated Adjusted EBITDA total assets of the Issuer and its Restricted Subsidiaries, then consolidated as of the end of the most recently completed fiscal year. The Issuer, however, shall not be obligated to cause any Restricted Subsidiary to become a Subsidiary Guarantor if the provision by such Restricted Subsidiary will of a Guarantee would result in any violation of applicable law that cannot be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver avoided or otherwise prevented through measures reasonably available to the Trustee a supplemental indenture, promptly and Issuer (including any “whitewash” or similar procedures that would be required in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year order to enable such Guarantee to be provided in the case of the last fiscal quarter of each fiscal yearaccordance with applicable law), . Any Guarantee provided pursuant to which such Restricted Subsidiaries will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation Section 10.09 shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee on the same terms as provided are set out in this paragraphSection 10.01 to Section 10.08 hereof. (b) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.

Future Guarantors. (a) The Issuer will Company shall cause each of its direct or indirect domestic Wholly Owned Subsidiaries that guarantees the Senior Notes (or, after such time as the Senior Notes are no longer outstanding, Incurs or Guarantees any Restricted Subsidiary Indebtedness (other than an Excluded SubsidiaryIntercompany Indebtedness) of aggregating more than $10,000,000) to, at the Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiariessame time, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), Debenture Guarantee Agreement pursuant to which such Restricted Subsidiaries subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt Guarantee payment of the principal ofDebentures on the same terms and conditions as those set forth in Article 14 of this Indenture, premiumexcluding: (i) AET for so long as the capital stock of AET is not 100% owned, if anyeither directly or indirectly, by the Company, (ii) UCAR Holdings V Inc., (and interest in respect its successors) unless its legal existence has not been dissolved prior to January 1, 2005 and (iii) each of Union Carbide Grafito, Inc. (and its successors) and Graphite Electrode Network LLC (and its successors) until the date of contribution to such subsidiary by the Company and its other subsidiaries of an aggregate cumulative amount, during the period from the Original Issuance Date of the Notes Debentures through and all other obligations under the Indenture on including such date of contribution, of cash, assets or property with an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, aggregate book value in compliance with this paragraph and (y) no Default or Event excess of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions 1% of the Issuer’s Board Consolidated Assets of Directors the Company and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors its consolidated subsidiaries (determined as of such date of contribution and based on the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without consolidated financial statements of the Company published most recently prior to such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphdate of contribution) but excluding contributions of cash, assets or property to satisfy environmental or personal injury liabilities or to pay for environmental remediation. (b) The obligations Company shall cause each of each Guarantor will be limited its direct and indirect domestic non-Wholly Owned Subsidiaries that guarantees the Senior Notes (or, after such time as the Senior Notes are no longer outstanding, Guarantees any Indebtedness of the Company or any of its Wholly Owned Subsidiaries aggregating more than $10,000,000) to, at the same time, execute and deliver to the maximum amount as will, after giving effect Trustee a Debenture Guarantee Agreement pursuant to all other contingent and fixed liabilities of which such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect subsidiary will Guarantee payment of the obligations Debentures on the same terms and conditions as those set forth in Article 14. References to $10,000,000 in this Section 4.10 shall mean $10,000,000 or the foreign currency equivalent thereto at the time of such other Guarantor under its Note the relevant Incurrence, Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guaranteecontribution.

Future Guarantors. (a) The Issuer will Company shall cause each Restricted Subsidiary that is or from time to time becomes a borrower under the Bank Facility or that Guarantees the Obligations under the Bank Facility, the First Lien Notes and the Third Lien Notes or that (x) Guarantees other Indebtedness of the Company or any Restricted Subsidiary or (y) Incurs any Indebtedness (other than an Excluded Subsidiary) of the Issuer that (A) as of the last day of any fiscal quarter and with respect intercompany Indebtedness owing to the Issuer and Company or its Restricted Subsidiaries), individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if each case exceeding (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and $10.00 million in aggregate principal amount or (ii) together with respect to (B) aboveall other Restricted Subsidiaries that do not Guarantee the Second Lien Exchangeable Notes, for the relevant twelve-month period$100.00 million in aggregate principal amount outstanding at any one time, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), indenture to this Second Lien Exchangeable Notes Indenture pursuant to which such Restricted Subsidiaries Subsidiary will irrevocably and 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 Lien Exchangeable Notes on a senior basis and all other obligations Obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphSecond Lien Exchangeable Notes Indenture. (b) The obligations of each Guarantor will shall 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 Bank Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations Obligations under this Second Lien Exchangeable Notes Indenture, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its federal or state law. (c) Each Note Guarantee could shall be significantly less than amounts payable released in accordance with respect to the Notes, or a Guarantor may have effectively no obligation under its Note GuaranteeSection 10.06.

Future Guarantors. (a) The Issuer will cause any Restricted Subsidiary (other than an Excluded Subsidiary) of the Issuer that (1) (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, (2) is or becomes a Grantor under the Security Agreements, or (3) is or becomes a guarantor under any Indebtedness secured by a Lien on the Collateral, including the Credit Facility, to become a Guarantor and execute a supplemental indenture a supplement or joinder to the Security Agreements or new Security Agreements and takes all actions required thereunder to perfect the Liens created thereunder and deliver an Opinion of Counsel; provided, howeverthat notwithstanding the foregoing, any Subsidiary that is a Grantor shall be a Guarantor notwithstanding that it is an Excluded Subsidiary, provided, further, that if (i) with respect to (A1)(A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B1)(B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indentureindenture and to the applicable Collateral Agent and/or Collateral Trustee, a supplement or joinder to the Security Agreements or new Security Agreements, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), pursuant to which such Restricted Subsidiaries will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the this Indenture on an unsecureda secured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraph. (b) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.

Future Guarantors. (a) The Issuer will Company shall cause each Restricted Subsidiary that is or from time to time becomes a borrower under the Bank Facility or that Guarantees the Obligations under the Bank Facility, the First Lien Notes and the Second Lien Notes or that (x) Guarantees other Indebtedness of the Company or any Restricted Subsidiary or (y) Incurs any Indebtedness (other than an Excluded Subsidiary) of the Issuer that (A) as of the last day of any fiscal quarter and with respect intercompany Indebtedness owing to the Issuer and Company or its Restricted Subsidiaries), individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if each case exceeding (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and $10.00 million in aggregate principal amount or (ii) together with respect to (B) aboveall other Restricted Subsidiaries that do not Guarantee the Third Lien Exchangeable Notes, for the relevant twelve-month period$100.00 million in aggregate principal amount outstanding at any one time, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), indenture to this Third Lien Exchangeable Notes Indenture pursuant to which such Restricted Subsidiaries Subsidiary will irrevocably and 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 Third Lien Exchangeable Notes on a senior basis and all other obligations Obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphThird Lien Exchangeable Notes Indenture. (b) The obligations of each Guarantor will shall 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 Bank Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations Obligations under this Third Lien Exchangeable Notes Indenture, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its federal or state law. (c) Each Note Guarantee could shall be significantly less than amounts payable released in accordance with respect to the Notes, or a Guarantor may have effectively no obligation under its Note GuaranteeSection 10.06.

Future Guarantors. If, on or after the Issue Date, (a) The any Domestic Subsidiary of the Issuer will cause (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor guarantees or Incurs any Indebtedness under either Senior Credit Agreement or guarantees (i) any Existing Notes or (ii) any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of the greater of (x) $150.0 million and (y) 8.0% of Four Quarter Consolidated EBITDA (clauses (i) and (ii), collectively, “Certain Capital Markets Debt”) or (b) the Issuer otherwise elects to have any Restricted Subsidiary (other than an Excluded Subsidiary) of the Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; providedGuarantor, howeverthen, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarterin each such case, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then shall cause such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), indenture pursuant to which such Restricted Subsidiaries will irrevocably Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and unconditionally Guarantee, on a joint conditions as those set forth in this Indenture and several basis, applicable to the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designationGuarantors; provided that, in compliance with this paragraph the case of clause (a), such supplemental indenture shall be executed and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided within 20 Business Days of the date that all such Indebtedness under the applicable Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred, as applicable, by such Restricted Subsidiaries which are not Initial Guarantors as of Subsidiary. Each Person that becomes a Guarantor after the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides also become a Note Guarantee as provided in this paragraph. (b) The obligations of each Guarantor will be limited party to the maximum amount applicable Security Documents and shall as willpromptly as practicable execute and deliver such security instruments, after giving effect to all financing statements, mortgages, deeds of trust and other contingent related real estate deliverables (in substantially the same form as those executed and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable delivered with respect to the NotesCollateral on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Collateral Agent a Guarantor perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Fixed Asset Collateral and a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Current Asset Collateral, in either case, as security for such Guarantor’s Guarantee and as may be necessary to have effectively no obligation such property or asset added to the Collateral as required under its Note Guaranteethe Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Guarantee shall be released in accordance with Section 10.2(b).

Future Guarantors. (a) The If (x) the Issuer will cause acquires or creates any direct or indirect Restricted Subsidiary (other than that is not an Excluded SubsidiarySubsidiary after the Issue Date (unless such Subsidiary is already a Guarantor), (y) of any Excluded Subsidiary acquired or created after the Issuer that Issue Date ceases to constitute an Excluded Subsidiary or (Az) any existing Unrestricted Subsidiary is designated as of the last day of any fiscal quarter and with respect to the Issuer and its a Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined Subsidiary in accordance with IFRSthe provisions set forth in Section 4.04 and the definition of “Unrestricted Subsidiary”, the Issuer shall cause such Restricted Subsidiary, at the earlier of (a) 20 Business Days after the date of such acquisition, formation, cessation or designation (provided if the administrative agent under the Credit Agreement grants an extension of time to comply with the obligation to make such Restricted Subsidiary a guarantor thereunder to a date later than 20 Business Days after the date of such acquisition, formation, cessation or designation, then such extension of time shall also be deemed granted hereunder and/or, in the case of any such Restricted Subsidiary that is a Foreign Subsidiary, such later date as may be the first practicable date because of delays caused by foreign legal requirements despite diligent efforts on the part of the Issuer), or (Bb) for concurrently (to the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (iextent reasonably practicable) with respect to (A) abovethe guarantee under the Credit Agreement by such Subsidiary, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year Supplemental Indenture substantially in the case of the last fiscal quarter of each fiscal year)form set forth in Annex B, pursuant to which such Restricted Subsidiaries will irrevocably and 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 on the Notes on a senior unsecured basis and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphIndenture. (b) The obligations Each Guarantee of each a Subsidiary Guarantor will shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Subsidiary Guarantor without rendering the Guarantee, as willit relates to such Subsidiary Guarantor, after giving effect voidable under applicable law relating to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Lawor similar laws affecting the rights of creditors generally. By virtue Each Guarantee shall be released in accordance with Article Ten of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note GuaranteeIndenture.

Future Guarantors. If, on or after the Acquisition Closing Date, (a) The any Domestic Subsidiary of the Issuer will cause (including any newly formed, newly acquired or newly redesignated Restricted Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor guarantees or Incurs any Indebtedness under either Senior Credit Agreement or guarantees (i) the New Unsecured Notes or any Existing Notes or (ii) any capital markets Indebtedness of the Issuer or any of its Restricted Subsidiaries with an aggregate principal amount in excess of the greater of (x) $150.0 million and (y) 8.0% of Four Quarter Consolidated EBITDA (clauses (i) and (ii), collectively, “Certain Capital Markets Debt”) or (b) the Issuer otherwise elects to have any Restricted Subsidiary (other than an Excluded Subsidiary) of the Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; providedGuarantor, howeverthen, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarterin each such case, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then shall cause such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), indenture pursuant to which such Restricted Subsidiaries will irrevocably Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Restricted Subsidiary on the same terms and unconditionally Guarantee, on a joint conditions as those set forth in this Indenture and several basis, applicable to the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designationGuarantors; provided that, in compliance with this paragraph the case of clause (a), such supplemental indenture shall be executed and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraphwithin 20 Business Days of the date that such Indebtedness under the applicable Senior Credit Agreement or such Certain Capital Markets Debt has been guaranteed or Incurred, as applicable, by such Restricted Subsidiary; provided provided, further, that all the Restricted Subsidiaries which are not Initial that become guarantors under the Senior Credit Agreements on the Acquisition Closing Date will enter into a supplemental indenture and will become Guarantors as of on the Issue Acquisition Closing Date. Each Person that becomes a Guarantor on or after the Acquisition Closing Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides also become a Note Guarantee as provided in this paragraph. (b) The obligations of each Guarantor will be limited party to the maximum amount applicable Security Documents and shall as willpromptly as practicable execute and deliver such security instruments, after giving effect to all financing statements, mortgages, deeds of trust and other contingent related real estate deliverables (in substantially the same form as those executed and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable delivered with respect to the NotesCollateral on the Acquisition Closing Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Acquisition Closing Date (to the extent, and substantially in the form, delivered on the Acquisition Closing Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Collateral Agent a Guarantor perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Fixed Asset Collateral and a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Current Asset Collateral, in either case, as security for such Guarantor’s Guarantee and as may be necessary to have effectively no obligation such property or asset added to the Collateral as required under its Note Guaranteethe Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. Each Guarantee shall be released in accordance with Section 10.2(b).

Future Guarantors. (a) The Issuer will cause If, on or after the Issue Date, (i) any Restricted Subsidiary (other than an Excluded Subsidiary) of the Issuer (including any newly formed or newly acquired Subsidiary, but excluding any Receivables Subsidiary) that is not then a Guarantor guarantees or Incurs any Indebtedness under either Senior Credit Agreement or guarantees (A1) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets Existing Notes or (2) any capital markets Indebtedness of the Issuer or any of its Subsidiaries with an aggregate principal amount in excess of the greater of (x) $150.0 million and its Restricted Subsidiaries as determined in accordance with IFRS(y) 8.0% of Four Quarter Consolidated EBITDA (clauses (1) and (2), collectively, “Certain Capital Markets Debt”) or (Bii) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA Issuer otherwise elects to have any Subsidiary of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; providedGuarantor, howeverthen, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarterin each such case, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then shall cause such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indentureindenture pursuant to which such Subsidiary shall become a Guarantor under this Indenture providing for a Guarantee by such Subsidiary on the same terms and conditions as those set forth in this Indenture and applicable to the other Guarantors; provided that, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal yearclause (i), pursuant to which such Restricted Subsidiaries will irrevocably supplemental indenture shall be executed and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as within 20 Business Days of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without date that such designation requirements. Any designation shall be automatically revoked if Indebtedness under the applicable Senior Credit Agreement or such Restricted Subsidiary provides a Note Guarantee Certain Capital Markets Debt has been guaranteed or Incurred, as provided in this paragraphapplicable, by such Subsidiary. (b) The obligations of each Each Person that becomes a Guarantor will be limited after the Issue Date shall also become a party to the maximum amount applicable Security Documents and shall as willpromptly as practicable execute and deliver such security instruments, after giving effect to all financing statements, mortgages, deeds of trust and other contingent related real estate deliverables (in substantially the same form as those executed and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable delivered with respect to the NotesCollateral on the Issue Date or on the date first delivered in the case of Collateral that this Indenture provides may be delivered after the Issue Date (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered, as applicable (but no greater scope)) as may be necessary to vest in the Collateral Agent a Guarantor perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Fixed Asset Collateral and a perfected second-priority security interest (subject to Permitted Liens) in properties and assets that constitute Current Asset Collateral, in either case, as security for such Guarantor’s Guarantee and as may be necessary to have effectively no obligation such property or asset added to the Collateral as required under its Note Guaranteethe Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. (c) Each Guarantee shall be released in accordance with Section 10.2(b).

Future Guarantors. (a) The Issuer will Holdco and HLI shall cause any each Person that becomes a Domestic Restricted Subsidiary (following the Issue Date, other than an Excluded Subsidiary) of the Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted SubsidiariesCaptive Insurance Subsidiaries or Securitization Entities, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indentureNote Guaranty at the time such Person becomes a Domestic Restricted Subsidiary. In addition, promptly Holdco and in HLI will cause each of their existing non-Guarantor Subsidiaries and each of their Foreign Restricted Subsidiaries created or acquired after the Issue Date which has Guaranteed or which Guarantees any event within 90 days after each fiscal quarter (Debt of Holdco or 120 days after each fiscal year in any Domestic Restricted Subsidiary, to execute and deliver to the case of the last fiscal quarter of each fiscal year), Trustee a Guarantee agreement pursuant to which such non-Guarantor or Foreign Restricted Subsidiaries Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt Guarantee payment of the principal of, premium, if any, and interest in respect of the Notes and all other HLI's obligations under the Indenture Notes on an unsecured, senior basis. So long the same terms and conditions as (x) set forth in the Issuer is, and would be after Guarantee of such designation, in compliance with this paragraph and (y) no Default other Debt of Holdco or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Nongiven by such non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all or Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphForeign Subsidiary. (b) The obligations Holdco and HLI shall use their best efforts to cause, as promptly as practical, the dismissal of each Guarantor will be limited the bankruptcy cases pending on the Issue Date relating to CMI-Quaker Alloy, Inc., HLI Netherlands Holdings, Inc., ▇▇▇▇▇ Lemmerz Funding Company, LLC, ▇▇▇▇▇ Lemmerz Funding Corporation and ▇▇▇▇▇ Lemmerz International Import, Inc. Within five Business Days of the dismissal of any such bankruptcy case relating to any such company, Holdco and HLI shall cause such company to execute and deliver to the maximum amount Trustee a Note Guaranty. Prior to the dismissal of the bankruptcy case relating to any such company, such company shall not Incur any Debt (including intercompany Debt) or Lien and neither Holdco nor any of its Restricted Subsidiaries shall make any Investment (in excess of $1.0 million in the aggregate) in such company, other than extensions of credit to Restricted Subsidiaries in the ordinary course of business that are recorded as will, after giving effect to all other contingent and fixed liabilities accounts receivable on the balance sheet of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guaranteecompany.

Future Guarantors. (a) The Issuer Company will cause any (i) each Restricted Subsidiary (other than the Issuer or an Excluded Subsidiary) of the Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become is not a Guarantor and execute that, on the Issue Date or any time thereafter, becomes a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of borrower or Guarantees the last day of Obligations under the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, Senior Credit Facility and (ii) with respect to each Restricted Subsidiary (Bother than the Issuer, an Excluded Subsidiary or an Immaterial Subsidiary) abovethat is not a Guarantor that, on the Issue Date or any time thereafter, Guarantees any other Indebtedness for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA borrowed money of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a or any Guarantor to promptly execute and deliver to the Trustee and the Notes Collateral Agent a supplemental indentureindenture to this Indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case form of the last fiscal quarter of each fiscal year)which is attached hereto as Exhibit C, pursuant to which such Restricted Subsidiaries Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior secured basis and all other obligations Obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphIndenture. (b) Each Restricted Subsidiary that becomes a Subsidiary Guarantor on or after the Issue Date will also become a party to the applicable Collateral Documents and the Intercreditor Agreement and will as promptly as practicable execute and deliver such joinder documents, security instruments, financing statements, Mortgages, title insurance policies and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date or, in the case of Mortgages, on the date first delivered (but no greater scope) as may be necessary to vest in the Notes Collateral Agent a first-priority security interest (subject to Permitted Liens), in each case, in the manner and to the extent set forth in the Collateral Documents and this Indenture and, subject to the terms of the Intercreditor Agreement, in the properties and assets of such new Subsidiary Guarantor constituting Collateral as security for the Notes or the Note Guarantees, and thereupon all provisions of this Indenture and the Intercreditor Agreement 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. (c) At each time of distribution of annual or quarterly financial information pursuant to clauses (1) or (2) of Section 4.06(a), the Company shall calculate the total assets and total revenues of all Immaterial Subsidiaries of the Company. In the event that the total assets or total revenues of all Immaterial Subsidiaries of the Company that Guarantee any Indebtedness of the Issuer or any Guarantor for borrowed money (other than Obligations under the Senior Credit Facility) would exceed 10.0% of the total assets or total revenues (after intercompany eliminations) of the Company and its Restricted Subsidiaries, in each case determined in accordance with GAAP and as shown on the Company’s consolidated balance sheet as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available and its consolidated statement of operations for the period of the most recent four consecutive fiscal quarters ending on such balance sheet date, the Company shall, within 30 days of the date of distribution of such financial information, cause one or more Immaterial Subsidiaries of the Company that Guarantee any Indebtedness of the Issuer or any Guarantor for borrowed money (other than Obligations under the Senior Credit Facility) to provide Note Guarantees as and to the extent required to cause the total assets and total revenues of all Immaterial Subsidiaries of the Company not to exceed 10.0% of the total assets or total revenues (after intercompany eliminations) of the Company and its Restricted Subsidiaries. (d) The obligations of each Guarantor 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 Facility) and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its federal or state law. (e) Each Note Guarantee could of a Subsidiary Guarantor shall be significantly less than amounts payable released in accordance with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guaranteeprovisions of Section 10.06.

Future Guarantors. (a) The If any Person becomes a Restricted Entity (for the avoidance of doubt, including upon a Revocation of the Designation of such Person as an Unrestricted Entity), subject to Section 4.19(b), the Issuer, or following the Proposed PTP Conversion, the Issuer or the PTP Parent, as applicable, will cause any those Restricted Subsidiary (other than an Excluded Subsidiary) of the Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, Entities to become a Guarantor and execute Guarantors by executing a supplemental indenture and deliver providing the Trustee with an Officer’s Certificate and Opinion of Counsel; provided. In accordance with the terms of this Indenture, however, that if (i) with respect to (A) above, as of after the last day of the relevant fiscal quartersupplemental indenture becomes effective, the Issuer and the then existing Guarantors collectively represent at least 90% will notify Holders of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and event in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), pursuant to which such Restricted Subsidiaries will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance accordance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphIndenture. (b) The obligations of each Issuer may designate any Restricted Entity other than, following the Proposed PTP Conversion, the PTP Parent, as a “Non-Guarantor will be limited to Entity” if the maximum amount as will, after giving effect to all other contingent and fixed liabilities Consolidated Total Assets of such Restricted Entity, together with the Consolidated Total Assets of all then-existing Non-Guarantor Entities designated pursuant to this Indenture on a combined and after giving effect to any collections from Consolidated basis and taken as a whole, without duplication, would not represent 10% or payments made by or on behalf of any other Guarantor in respect more of the obligations Issuer’s Consolidated Total Assets or, following the Proposed PTP Conversion, 10% or more of such other the PTP Parent’s Consolidated Total Assets as of the end of the mostly recently completed fiscal quarter of the Issuer or the PTP Parent, as applicable (the foregoing, the “Non-Guarantor under its Note Guarantee or pursuant to its contribution obligations under this IndentureLimitation”); provided that, result in for the obligations avoidance of such Guarantor under its Note Guarantee doubt, the foregoing restrictions shall not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitationapply to, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable and any calculation with respect to the NotesNon-Guarantor Limitation shall not include, any Foreign Manager Owned Affiliates. If, as of the end of any fiscal quarter of the Issuer or the PTP Parent, as applicable, the Consolidated Total Assets of the Non-Guarantor Entities, on a combined and Consolidated basis and taken as a whole without duplication, exceed the Non-Guarantor may have effectively no obligation under its Note GuaranteeLimitation, the Issuer shall be required to add one or more Non-Guarantor Entities as Guarantors in order to comply therewith. The Issuer shall promptly notify the Trustee of any such addition and otherwise comply with the provisions of this Indenture regarding additional Guarantors.

Future Guarantors. (a) The Issuer will cause any Restricted Subsidiary (other than an Excluded Subsidiary) Upon the expiration of the Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarterEscrow Period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will shall cause each a Restricted Wholly Owned Domestic Subsidiary required to become a Guarantor that Guarantees the Credit Agreement to execute and deliver to the Trustee and Agent a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year indenture substantially in the case form of the last fiscal quarter of each fiscal year), Exhibit C pursuant to which such Restricted Subsidiaries will irrevocably and Wholly Owned Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basisbasis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and interest Additional Interest, in respect of the Notes on a senior basis and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphIndenture. (b) The obligations From and after the expiration of the Escrow Period, if (1) a Domestic Subsidiary (other than an Immaterial Subsidiary) that is not a Guarantor Guarantees the Credit Agreement, or (2) the Company or any of its Restricted Subsidiaries acquires or creates a Domestic Subsidiary (other than an Immaterial Subsidiary) and such Domestic Subsidiary Guarantees the Credit Agreement, then, in each case, the Issuer shall, subject to applicable Gaming Laws, cause such Domestic Subsidiary to become a Guarantor will be limited and execute and deliver (within five Business Days of guaranteeing the Credit Agreement or becoming a Domestic Subsidiary, as the case may be) to the maximum amount as willTrustee and Agent a supplemental indenture substantially in the form of Exhibit B hereto, after giving effect pursuant to all which such Domestic Subsidiary shall unconditionally Guarantee, on a joint and several basis with the other contingent Guarantors, the full and fixed liabilities prompt payment of such Guarantor the principal of, premium, if any, interest and after giving effect to any collections from or payments made by or on behalf of any other Guarantor Additional Interest, in respect of the obligations of such Notes on a senior basis and all other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture. (c) The Issuer shall not permit any Domestic Subsidiary (other than an Immaterial Subsidiary), result directly or indirectly, to Guarantee the Credit Agreement unless such Domestic Subsidiary (i) is a Guarantor or (ii) within five Business Days executes and delivers to the Trustee and Agent a supplemental indenture substantially in the form of Exhibit B hereto, pursuant to which such Domestic Subsidiary shall, subject to applicable Gaming Laws, unconditionally Guarantee, on a joint and several basis with the other Guarantors, the full and prompt payment of the principal of, premium, if any, interest and Additional Interest, if any, in respect of the Notes on a senior basis and all other obligations of such Guarantor under its Note this Indenture. (d) Each Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could shall be significantly less than amounts payable released in accordance with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.Article X.

Future Guarantors. (a) The Issuer After the Issue Date, the Company will cause any (i) each Restricted Subsidiary (other than an Excluded Subsidiary(a) a Foreign Subsidiary that does not Guarantee any Indebtedness of the Issuer that Company or any Restricted Subsidiary other than Indebtedness of a Foreign Subsidiary, (Ab) as any Immaterial Subsidiary or (c) any Subsidiary of a Non-Guarantor Restricted Subsidiary), created, designated or acquired by the last day Company or one or more of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) aboveeach Restricted Subsidiary, for whether or not existing on the relevant twelve-month periodIssue Date, the Issuer and the then existing Guarantors collectively represent at least 90% that Guarantees any Indebtedness of the Consolidated Adjusted EBITDA of the Issuer and its Restricted SubsidiariesCompany or any Subsidiary Guarantor, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indentureSubsidiary Guarantee, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case form of a supplemental indenture substantially in the last fiscal quarter form of each fiscal year)Exhibit C hereto, pursuant to which such Restricted Subsidiaries Subsidiary Guarantor will irrevocably and unconditionally Guarantee, on a joint and several basisbasis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, any and interest in respect of (including any Additional Interest) on the Notes Securities on a senior secured basis and all other obligations under of the Indenture on an unsecured, senior basisCompany hereunder. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuingIn addition, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if Company will cause such Restricted Subsidiary provides to become a Note Guarantee as provided party to the applicable Collateral Documents and take such actions necessary or advisable to grant to the Collateral Agent, for the benefit of itself, the Holders and the holders of other Shared Collateral Debt, a perfected security interest in this paragraph. (b) any Collateral held by such Restricted Subsidiary, subject to Permitted Liens. The obligations of each Subsidiary Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Subsidiary Guarantor (including, without limitation, any guarantees under the Revolving Credit Facility) and after giving effect to any collections from or payments made by or on behalf of any other Subsidiary Guarantor in respect of the obligations of such other Subsidiary Guarantor under its Note Subsidiary Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Subsidiary Guarantor under its Note Subsidiary Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, federal or a Guarantor may have effectively no obligation under its Note Guaranteestate law.

Future Guarantors. The Issuer shall cause: (a) The Issuer will cause any future Restricted Subsidiary (other than an Excluded Subsidiary) to provide a Guarantee of the Issuer that (A) as of Notes immediately upon becoming a Restricted Subsidiary, unless the last day of any fiscal quarter and with respect to the Issuer Issuer’s and its Restricted Subsidiaries, individually represents at least 10’ proportionate share of the total assets (after intercompany eliminations) of such Restricted Subsidiary plus those of every other Restricted Subsidiary that does not Guarantee the Notes is equal to or less than 5% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA total assets of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, consolidated as of the last day end of the relevant most recently completed fiscal quarter, year; and (b) such additional Restricted Subsidiaries immediately to provide Guarantees of the Notes as will cause the non-Guarantor Restricted Subsidiaries’ share of the total assets (after inter-company eliminations) of the Issuer and the then existing Subsidiary Guarantors collectively represent at least 90to be equal to or less than 5% of the Total Assets total assets of the Issuer and its Restricted Subsidiaries, then such consolidated as of the end of the most recently completed fiscal year, if at any time the Issuer’s and its Restricted Subsidiary will Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Restricted Subsidiaries that do not be required to become a Guarantor pursuant to Guarantee the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90Notes is more than 5% of the Consolidated Adjusted EBITDA total assets of the Issuer and its Restricted Subsidiaries, then consolidated as of the end of the most recently completed fiscal year. The Issuer, however, shall not be obligated to cause any Restricted Subsidiary to become a Subsidiary Guarantor if the provision by such Restricted Subsidiary will of a Guarantee would result in any violation of applicable law that cannot be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver avoided or otherwise prevented through measures reasonably available to the Trustee a supplemental indenture, promptly and Issuer (including any “whitewash” or similar procedures that would be required in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year order to enable such Guarantee to be provided in the case of the last fiscal quarter of each fiscal yearaccordance with applicable law), . Any Guarantee provided pursuant to which such Restricted Subsidiaries will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation Section 10.09 shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee on the same terms as provided are set out in this paragraphSection 10.01 to Section 10.08 hereof. (b) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.

Future Guarantors. (a) (1)(x) The Issuer will cause each of its Restricted Subsidiaries and each Subsidiary that becomes a borrower under the ABL Facility or that guarantees, on the Issue Date or any Restricted Subsidiary time thereafter, any Indebtedness (other than an Excluded Subsidiaryincluding the ABL Facility and Second-Lien Notes) of the Issuer that or any Guarantor and (Ay) as PNCC will cause each of the last day of any fiscal quarter and with respect to the Issuer and its Restricted SubsidiariesSubsidiaries (other than the Issuer) and each of its Subsidiaries (other than the Issuer), individually represents at least 10% of that becomes a borrower under the Total Assets ABL Facility or that guarantees, on the Issue Date or any time thereafter, any Indebtedness (including the ABL Facility and Second-Lien Notes) of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRSor any Guarantor, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indentureindenture to this Indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case form of which is attached as Exhibit B hereto, concurrently with becoming a Restricted Subsidiary of the last fiscal quarter of each fiscal year)Issuer or PNCC or becoming a borrower or guarantor under the ABL Facility, the Second-Lien Notes or other Indebtedness, as applicable, pursuant to which such Restricted Subsidiaries Subsidiary or Subsidiary, as the case may be, will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior secured basis (and as provided in the Collateral Documents) and all other obligations under the Indenture on an unsecured, senior basis. So long as this Indenture; and (x1) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso deliver to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and Trustee an Officer’s Certificate, delivered Certificate to the Trustee certifying compliance with this paragrapheffect that: (A) such Guarantee has been duly authorized; provided that all Restricted Subsidiaries which are not Initial Guarantors as and (B) such Guarantee constitutes a valid, binding and enforceable obligation of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee Subsidiary, except insofar as provided in this paragraphenforcement thereof may be limited by Bankruptcy Laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity. (b) The obligations of each Each Restricted Subsidiary that becomes a Guarantor will be limited on or after the Issue Date shall also become a party to the maximum amount as willapplicable Collateral Documents and the Intercreditor Agreements and, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made the extent required by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result shall as promptly as practicable execute and deliver such security instruments, financing statements, Mortgages, deeds of trust (in substantially the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable same form as those executed and delivered with respect to the NotesNotes Collateral and the ABL Collateral) 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 Collateral Agent a perfected first-priority or a Guarantor second-priority security interest, as the case may be (subject to Permitted Liens), in properties and assets that constitute Collateral as security for the Notes or the Guarantees and as may be necessary to have effectively no obligation such property or asset added to the applicable Collateral as required under its Note Guaranteethe Collateral Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. (c) Each Guarantee shall be released in accordance with Section 11.06.

Future Guarantors. (a) The If the Issuer will cause or any of its Restricted Subsidiaries (a) acquires or creates another Wholly Owned Domestic Subsidiary (other than an Excluded Subsidiary) on or after the Issue Date or (b) any Restricted Subsidiary of the Issuer that (A) as of becomes a borrower under, or a guarantor, on the last day of Issue Date or any fiscal quarter and time thereafter, with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets ABL Facility or any other indebtedness of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRSor any Subsidiary Guarantor, then, on the Issue Date or (B) for the preceding twelve-month period measured as within 30 days of the end date of such acquisition, becoming a fiscal quarterborrower or guarantor, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiariesas applicable, to such Subsidiary must become a Subsidiary Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if shall (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year indenture substantially in the case form of the last fiscal quarter of each fiscal year), Exhibit C hereto pursuant to which such Restricted Subsidiaries Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basisbasis with the other Subsidiary Guarantors, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior secured basis and all other obligations under this Indenture, (ii) deliver to the Indenture on Trustee an unsecured, senior basis. So long as Opinion of Counsel to the effect that (x) such supplemental indenture and the Issuer is, Note Guarantee have been duly executed and would be after such designation, in compliance with this paragraph authorized; and (y) no Default such supplemental indenture and Note Guarantee constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or Event similar laws (including, without limitation, all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of Default has occurred and equity; In the event that any Wholly Owned Domestic Subsidiary that is continuingan Excluded Subsidiary ceases to be an Excluded Subsidiary, or if any Excluded Subsidiary becomes a borrower under or a guarantor with respect to the ABL Facility or any other Indebtedness of the Issuer may designate or any Restricted Subsidiary as Guarantor, then such Subsidiary must become a Non-Subsidiary Guarantor Subsidiary (including without limitation any entity referred to and execute a supplemental indenture substantially in the proviso to the first sentence form of this paragraph). All designations Exhibit C hereto and deliver an Opinion of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered Counsel to the Trustee certifying compliance with this paragraphto the effect that (x) such supplemental indenture and the Note Guarantee have been duly executed and authorized; provided that and (y) such supplemental indenture and Note Guarantee constitute a valid, binding and enforceable obligation of such Subsidiary Guarantor, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or similar laws (including, without limitation, all Restricted Subsidiaries which are not Initial Guarantors laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to general principles of equity within 45 days of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without date of such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphevent. (b) The obligations of each Guarantor will be limited such Subsidiary shall also become a party to the maximum amount applicable Security Documents and the Registration Rights Agreement and shall as willpromptly as practicable execute and deliver such security instruments, after giving effect to all other contingent and fixed liabilities Mortgages, financing statements, deeds of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor trust (in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result substantially in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable same form as those executed delivered with respect to the NotesCollateral on the Issue Date or the date first delivered in the case of Mortgages) and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered in the case of Mortgages (but no greater scope)) as may be necessary to vest in the Collateral Agent a Guarantor perfected first or second-priority security interest, as the case may be (subject to Permitted Liens), in properties and assets of the type constituting Collateral as security for the Notes or the Note Guarantees and as may be necessary to have effectively no obligation such property or asset added to the applicable Collateral as required under the Security Documents and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. In addition, notwithstanding anything to the contrary contained in this Indenture, neither the Issuer nor any of its Restricted Subsidiaries shall be required to provide any Guarantee, pledge or asset support agreement that, in the reasonable judgment of the Issuer, would subject the Issuer to any adverse tax consequence due to the application of Section 956 of the Code. (c) Each Note GuaranteeGuarantee shall be released in accordance with Section 10.2(d).

Future Guarantors. (a) The Issuer will Borrower shall cause each Domestic Subsidiary that Guarantees any Restricted Subsidiary (other than an Excluded Subsidiary) Indebtedness of the Issuer that (A) as of Borrower to, at the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then same time such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentenceGuarantees such Indebtedness, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee Administrative Agent a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), Loan Guarantee pursuant to which such Restricted Subsidiaries will irrevocably and Subsidiary shall unconditionally Guarantee, (subject to limitations determined by the Board of Directors of the Borrower to be customary in order to prevent such Guarantee from constituting a fraudulent conveyance) Guarantee payment of the Loans on a joint and several basissenior unsecured basis (and if such other Indebtedness of the Borrower is subordinated Indebtedness, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced Guarantee by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphof such Indebtedness shall be subordinated to the same extent to such Restricted Subsidiary’s Loan Guarantee). (b) The obligations Loan Guarantee of each a Guarantor will be limited automatically released: (1) in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to the maximum amount as will, a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Borrower, if the sale or other disposition of all other contingent or substantially all of the assets of that Guarantor complies with Section 6.09 and fixed liabilities Section 2.12; (2) in connection with any sale of such all of the Capital Stock of a Guarantor and to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Borrower, if the sale of all such Capital Stock of that Guarantor complies with Section 6.09 and Section 2.12; (3) if the Borrower properly designates any collections from Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary; (4) in connection with any sale of Capital Stock of a Guarantor to a Person that results in the Guarantor no longer being a Subsidiary of the Borrower, if the sale of such Capital Stock of that Guarantor complies with Section 6.09 and Section 2.12; (5) upon the release or payments made discharge of the Guarantee by such Restricted Subsidiary of Indebtedness of the Borrower or on behalf the repayment of the Indebtedness or Disqualified Stock, in each case, which resulted in the obligation to Guarantee the Loans; or (6) upon the applicable Subsidiary ceasing to be a Subsidiary as a result of any foreclosure of any pledge or security interest securing such other Guarantor Indebtedness or other exercise of remedies in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guaranteethereof.

Future Guarantors. (a) The Issuer will shall cause each Restricted Subsidiary, if any, that Guarantees any Restricted Subsidiary (other than an Excluded Subsidiary) Indebtedness of the Issuer that (A) as or any of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor Parties to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), Supplemental Indenture pursuant to which such Restricted Subsidiaries will irrevocably and 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 on the Notes on a senior or pari passu basis and all other obligations under the Indenture on an unsecuredthis Indenture, senior basis. So long as (x) the Issuer is, and would be after unless such designationother Indebtedness is Senior Debt, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, which case the Issuer Guarantee may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso be subordinated to the first sentence guarantee of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered such Senior Debt to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which same extent as the Notes are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without subordinated to such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphSenior Debt. (b) The Notwithstanding Section 4.11(a), (i) in the event any Guarantor is released and discharged in full from all of its obligations under Guarantees of (1) each Credit Agreement and (2) all other Indebtedness of the Issuer and its Restricted Subsidiaries, then the Guarantee of such Guarantor will shall be automatically and unconditionally released or discharged; provided that such Restricted Subsidiary has not incurred any Indebtedness or issued any Preferred Stock in reliance on its status as a Guarantor under Section 4.03 unless such Guarantor’s obligations under such Indebtedness or Preferred Stock, as the case may be, so incurred are satisfied in full and discharged or are otherwise permitted under one of the exceptions available at the time of such release to Restricted Subsidiaries under Section 4.03(b) and (ii) in no event shall the Guarantee of Investments II be released upon the sale, disposition or other transfer (including through merger, amalgamation or consolidation) of the Capital Stock of Investments II by AGI unless and until the Equity Interests of Designated Assets owned by Investments II on the Issue Date (or the proceeds received from the sale, transfer or other disposition thereof, subject to the prior rights of holders of Senior Debt pursuant to the subordination provisions herein and the Intercreditor Agreement), shall have been transferred to the Issuer or any of its Restricted Subsidiaries prior to or concurrently therewith. (c) Each Guarantee shall be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as willit relates to such Restricted Subsidiary, after giving effect voidable under applicable law relating to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Lawor similar laws affecting the rights of creditors generally. By virtue Each Guarantee shall be released in accordance with Article 10 of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note GuaranteeIndenture.

Future Guarantors. (a) The Issuer Company will cause any Restricted each Subsidiary (other than an Excluded Subsidiary) created or acquired by the Company or one or more of the Issuer that (A) as of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year), indenture to this Indenture pursuant to which such Restricted Subsidiaries Subsidiary will irrevocably and 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 on the Notes on a senior secured first-priority basis and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided in this paragraphIndenture. (b) Notwithstanding the foregoing, at each time of distribution of annual or quarterly financial information pursuant to clauses (1) or (2) of Section 4.03(a), the Company shall calculate the total assets and net sales of all Immaterial Subsidiaries of the Company. In the event that the total assets or net sales of all Immaterial Subsidiaries would exceed 12.0% of the Company’s consolidated total assets or net sales, in each case determined in accordance with GAAP and as shown on the Company’s consolidated balance sheet as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available and its consolidated statement of operations for the period of the most recent four consecutive fiscal quarters ending on such balance sheet date, the Company shall, within 45 days of the date of distribution of such financial information, cause one or more Immaterial Subsidiaries of the Company to provide Note Guarantees as and to the extent required to cause the total assets and net sales of all Immaterial Subsidiaries of the Company not to exceed 12.0% of the Company’s consolidated total assets or net sales. (c) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations Obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations Obligations under this Indenture, result in the obligations Obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue federal or state law. (d) Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Collateral Documents, the Collateral Cooperation Agreement and the Intercreditor Agreements and shall as promptly as practicable execute and deliver such security instruments, financing statements, mortgages, deeds of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable trust (in substantially the same form as those executed and delivered with respect to the NotesCollateral on the Issue Date or on the date first delivered in the case of Mortgages and certificates and opinions of counsel (to the extent, and substantially in the form, delivered on the Issue Date or the date first delivered in the case of Mortgages (but no greater scope)) as may be necessary to vest in the Collateral Agent a Guarantor perfected first-priority security interest (subject to Permitted Liens) in properties and assets that constitute Collateral as security for such Guarantor’s Note Guarantee and as may be necessary to have effectively no obligation such property or asset added to the Collateral as required under its the Collateral Documents, the Collateral Cooperation Agreement and this Indenture, and thereupon all provisions of this Indenture relating to the Collateral shall be deemed to relate to such properties and assets to the same extent and with the same force and effect. (e) Each Note GuaranteeGuarantee shall be released in accordance with the provisions of Section 10.06.

Future Guarantors. The Issuer shall cause: (a) The Issuer will cause any future Restricted Subsidiary (other than an Excluded Subsidiary) to provide a Guarantee of the Issuer that (A) as of Notes immediately upon becoming a Restricted Subsidiary, unless the last day of any fiscal quarter and with respect to the Issuer Issuer’s and its Restricted Subsidiaries, individually represents at least 10’ proportionate share of the total assets (after intercompany eliminations) of such Restricted Subsidiary plus those of every other Restricted Subsidiary that does not Guarantee the Notes is equal to or less than 5% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA total assets of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if (i) with respect to (A) above, consolidated as of the last day end of the relevant most recently completed fiscal quarter, year; and (b) such additional Restricted Subsidiaries immediately to provide Guarantees of the Notes as will cause the non-Guarantor Restricted Subsidiaries’ share of the total assets (after inter-company eliminations) of the Issuer and the then existing Subsidiary Guarantors collectively represent at least 90to be equal to or less than 5% of the Total Assets total assets of the Issuer and its Restricted Subsidiaries, then such consolidated as of the end of the most recently completed fiscal year, if at any time the Issuer’s and its Restricted Subsidiary will Subsidiaries’ proportionate share of the total assets (after intercompany eliminations) of the Restricted Subsidiaries that do not be required to become a Guarantor pursuant to Guarantee the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90Notes is more than 5% of the Consolidated Adjusted EBITDA total assets of the Issuer and its Restricted Subsidiaries, then consolidated as of the end of the most recently completed fiscal year. The Issuer, however, shall not be obligated to cause any Restricted Subsidiary to become a Subsidiary Guarantor if the provision by such Restricted Subsidiary will of a Guarantee would result in any violation of applicable law that cannot be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver avoided or otherwise prevented through measures reasonably available to the Trustee a supplemental indenture, promptly and Issuer (including any “whitewash” or similar procedures that would be required in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year order to enable such Guarantee to be provided in the case of the last fiscal quarter of each fiscal yearaccordance with applicable law), . Any Guarantee provided pursuant to which such Restricted Subsidiaries will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes and all other obligations under the Indenture on an unsecured, senior basis. So long as (x) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation Section 10.09 shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee on the same terms as provided are set out in this paragraphSections 10.01 to 10.08 hereof. (b) The obligations of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.

Future Guarantors. (a) The Issuer will cause On the Issue Date or thereafter, if any Restricted Subsidiary that is a Wholly-Owned Subsidiary (other than an Excluded Immaterial Subsidiary) ), including any newly-acquired or newly-created Restricted Subsidiary that is a Wholly-Owned Subsidiary, is or becomes a borrower under the Senior Credit Facilities or Guarantees the Obligations under the Senior Credit Facilities or any other syndicated loan or capital markets Debt of the Issuer that (A) as Company or any of the last day of any fiscal quarter and with respect to the Issuer and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its $40.0 million in principal amount, then that Restricted Subsidiaries, to Subsidiary shall become a Guarantor and execute by execution of a supplemental indenture and deliver an Opinion substantially in the form of Counsel; provided, however, that if (i) with respect to (A) above, as Exhibit C hereto within 30 days of the last day date of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in the case of the last fiscal quarter of each fiscal year)event, pursuant to which such Restricted Subsidiaries Subsidiary will irrevocably and unconditionally Guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest in respect of the Notes on a senior basis and all other obligations Obligations under the Indenture on this Indenture; provided, however, that (x)(i) no Unrestricted Subsidiary shall be required to become a Guarantor or (ii) any Restricted Subsidiary that constitutes an unsecuredImmaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary, senior basis. So long within 30 days of which it shall provide a Guarantee as (x) the Issuer is, and would be after such designation, in compliance with this paragraph contemplated above and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as that is a Non-Foreign Subsidiary shall be required to become a Guarantor Subsidiary (including without limitation unless it becomes a borrower under the Senior Credit Facilities or Guarantees Obligations under the Senior Credit Facilities or under any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions other syndicated loan or capital markets Debt of the Issuer’s Board Company or any of Directors and an Officer’s Certificate, delivered to the Trustee certifying compliance with this paragraph; provided that all its Restricted Subsidiaries which are that is not Initial Guarantors as a Foreign Subsidiary of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if such Restricted Subsidiary provides a Note Guarantee as provided at least $40.0 million in this paragraphprincipal amount. (b) The obligations Company may elect, in its sole discretion, to cause any Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall only be required to execute and deliver a supplemental indenture to this Indenture substantially in the form of each Guarantor Exhibit C hereto providing for a Guarantee by such Subsidiary. (c) Each Note Guarantee by a Restricted Subsidiary will be limited to an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as willit relates to such Restricted Subsidiary, after giving effect voidable under applicable law relating to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or pursuant to its contribution obligations under this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue or similar laws affecting the rights of this limitation, a Guarantor’s obligation under its creditors generally. (d) Each Note Guarantee could shall be significantly less than amounts payable released in accordance with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guaranteeprovisions of Section 10.06.

Future Guarantors. (a) The Issuer will cause If the Company organizes or acquires any Domestic Restricted Subsidiary after the Issue Date (each a “New Domestic Restricted Subsidiary”) that, after giving pro forma effect to the acquisition or organization of such New Domestic Restricted Subsidiary or Subsidiaries (if applicable), together with each other than an Excluded Subsidiary) New Domestic Restricted Subsidiary of the Issuer Company that (A) has not theretofore become a Guarantor, has consolidated assets or Consolidated EBITDA which exceeds 5 percent of the total consolidated assets, as of the last day end of any the most recently completed fiscal quarter and with respect to for which financial statements are internally available, or total Consolidated EBITDA, for the Issuer most recent preceding four fiscal quarters for which financial statements are internally available, of the Company and its Restricted Subsidiaries, individually represents at least 10% of the Total Assets of the Issuer and its Restricted Subsidiaries as determined in accordance with IFRS, or (B) for the preceding twelve-month period measured as of the end of a fiscal quarter, individually represents at least 10% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, to become a Guarantor and execute a supplemental indenture and deliver an Opinion of Counsel; provided, however, that if Company shall: (i) with respect to (A) above, as of the last day of the relevant fiscal quarter, the Issuer and the then existing Guarantors collectively represent at least 90% of the Total Assets of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor pursuant to the preceding sentence, and (ii) with respect to (B) above, for the relevant twelve-month period, the Issuer and the then existing Guarantors collectively represent at least 90% of the Consolidated Adjusted EBITDA of the Issuer and its Restricted Subsidiaries, then such Restricted Subsidiary will not be required to become a Guarantor. The Issuer will cause each a Restricted Subsidiary required to become a Guarantor to execute and deliver to the Trustee a supplemental indenture, promptly and indenture in any event within 90 days after each fiscal quarter (or 120 days after each fiscal year in form reasonably satisfactory to the case of the last fiscal quarter of each fiscal year), Trustee pursuant to which each such New Domestic Restricted Subsidiaries will irrevocably and Subsidiary shall unconditionally Guarantee, guarantee on a joint and several basis, the full and prompt payment an unsecured senior subordinated basis all of the principal of, premium, if any, and interest in respect of the Notes and all other Issuers’ obligations under the Indenture on an unsecured, senior basis. So long as Securities and this Indenture; (xii) the Issuer is, and would be after such designation, in compliance with this paragraph and (y) no Default or Event of Default has occurred and is continuing, the Issuer may designate any Restricted Subsidiary as a Non-Guarantor Subsidiary (including without limitation any entity referred to in the proviso to the first sentence of this paragraph). All designations of Non-Guarantor Subsidiaries must be evidenced by resolutions of the Issuer’s Board of Directors and an Officer’s Certificate, delivered deliver to the Trustee certifying compliance with this paragraph; provided an Opinion of Counsel that all Restricted Subsidiaries which are not Initial Guarantors as of the Issue Date shall initially be deemed Non-Guarantor Subsidiaries without such designation requirements. Any designation shall be automatically revoked if supplemental indenture has been duly authorized, executed and delivered by such New Domestic Restricted Subsidiary provides and constitutes a Note Guarantee as provided in this paragraphlegal, valid, binding and enforceable obligation of such New Domestic Restricted Subsidiary; and (iii) cause each New Domestic Restricted Subsidiary to promptly execute and deliver to the Trustee a Guarantee. (b) The obligations After the execution of each Guarantor will be limited to the maximum amount as will, after giving effect to all other contingent and fixed liabilities of such Guarantor and after giving effect to any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of such other Guarantor under its Note Guarantee or a supplemental indenture pursuant to its contribution obligations under clause (a) of this Section 4.19, each such New Domestic Restricted Subsidiary party thereto shall be a Guarantor for all purposes of this Indenture, result in the obligations of such Guarantor under its Note Guarantee not constituting a fraudulent conveyance or fraudulent transfer under Applicable Law. By virtue of this limitation, a Guarantor’s obligation under its Note Guarantee could be significantly less than amounts payable with respect to the Notes, or a Guarantor may have effectively no obligation under its Note Guarantee.