Common use of Additional Guarantees Clause in Contracts

Additional Guarantees. ‌ (a) Notwithstanding anything to the contrary in this Section 4.08, (i) no Restricted Subsidiary shall Guarantee any Indebtedness outstanding under the Revolving Credit Facility, any Credit Facility or any Public Debt, in each case, of the Issuer or a Guarantor unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or

Additional Guarantees. ‌ (a) Notwithstanding anything to the contrary in this Section 4.08, (i) no No Restricted Subsidiary shall Guarantee any the Indebtedness outstanding under the Revolving Credit ABL Facility, any other Credit Facility or any Public DebtDebt (including the Senior Secured Notes), in each case, case of the either Issuer or a Guarantor Guarantor, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” other Indebtedness is Incurred and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as if applicable, executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which it such Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee will be pari passu in right of payment with (in the case such Guarantee of clause (i)such other Indebtedness constitutes Pari Passu Indebtedness) will be or senior to or pari passu with (in the case such Guarantee of such other Indebtedness constitutions Subordinated Indebtedness) , as applicable, such Restricted Subsidiary’s guarantee Guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the Transfer Completion Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by ▇▇▇▇▇’▇, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications.

Additional Guarantees. ‌ (a) Notwithstanding anything to the contrary in this Section 4.08, Upon (i) no the formation or acquisition of any new direct or indirect Subsidiary (other than an Excluded Subsidiary) of the Company, or (ii) any Excluded Subsidiary ceasing to constitute an Excluded Subsidiary, the Company shall cause: (1) such Subsidiary within sixty (60) days of such event to execute and deliver a supplemental indenture substantially in the form of Exhibit D providing for a Guarantee by such Subsidiary and joinders to the applicable Intercreditor Agreement and applicable Security Documents or new intercreditor agreements and Security Documents, together with any actions, filings and agreements to the extent required by (and within the time periods as set forth in) the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary, except that with respect to a guarantee of Indebtedness of the Company or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee substantially to the same extent as such Indebtedness is subordinated to the Notes; and (2) such Subsidiary to waive and not in any Indebtedness outstanding under manner whatsoever claim or take the Revolving Credit Facilitybenefit or advantage of, any Credit Facility rights of reimbursement, indemnity or subrogation or any Public Debtother rights against the Company or any other Subsidiary as a result of any payment by such Subsidiary under its Guarantee. (b) The 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 not be required to comply with the 60 day period described in Section 4.15(a)(1). (c) The Company and the Guarantors shall cause any Parent Entity that both (x) is a direct or indirect Subsidiary of an Intermediate Guarantor or Parent (whether formed or otherwise purchased or acquired after the Effective Date including pursuant to an Acquisition and including any Delaware Divided LLC formed pursuant to a Delaware LLC Division or otherwise) and (y) guarantees or is a primary obligor with respect to any other Indebtedness for borrowed money as to which the Company or any Subsidiary is a guarantor or primary obligor (a “Specified Parent Entity”), in each case, to promptly (and in no event later than 60 calendar days (or such later date as the administrative agent under the Senior Credit Agreement may agree) after becoming a Specified Parent Entity) constitute an Intermediate Guarantor (and the requirements set forth in sub-clauses (1) and (2) of the Issuer or a Guarantor unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of foregoing clause (i) and clause (iia), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (ishall be completed with respect thereto)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or.

Additional Guarantees. ‌ (a) Notwithstanding anything to Before any Restricted Subsidiary, other than the contrary in this Section 4.08Company, incurs any Indebtedness (i) no including any guarantee of Indebtedness, but excluding any guarantee of Credit Facilities or Indebtedness incurred by a non-guarantor Restricted Subsidiary shall Guarantee any Indebtedness outstanding under the Revolving Credit Facility, any Credit Facility or any Public Debt, in each case, of the Issuer or a Guarantor unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a GuaranteeSection 4.09(b)(11) or issues any Disqualified Stock, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence of such Guarantee Indebtedness or Disqualified Stock is contrary outstanding, it must execute and deliver to the Agreed Security Principles or could give rise to or result in: Trustee both (1) any breach or violation a supplemental indenture under which such Restricted Subsidiary shall guarantee, on an unsecured senior basis, all of statutory limitationsthe Obligations with respect to the Notes, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) an Opinion of Counsel to the effect that the supplemental indenture has been duly executed and delivered. Parent Guarantor may, at any risk time and from time to time, cause a Restricted Subsidiary to guarantee the Notes and be thereafter treated as an Additional Guarantor. (b) In the event of (1) a sale or liability for other disposition of all or substantially all of the officersassets of any Additional Guarantor, directors which sale or other disposition is otherwise in compliance with the terms of this Indenture, by way of merger, consolidation or otherwise, (2) a sale or other disposition of all of the Capital Stock of any Additional Guarantor, or (except in the case 3) a designation of a any Restricted Subsidiary that is a partnership) shareholders an Additional Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of such Restricted Subsidiary this Indenture, then the Additional Guarantor (or, in the case event of a Restricted Subsidiary that is sale or other disposition, by way of a partnershipmerger, directors consolidation or shareholders otherwise, of all of the partners Capital Stock of such partnership); orAdditional Guarantor or a designation as an Unrestricted Subsidiary) or the corporation acquiring the property (in the event of a sale or other disposition of all or substantially all of the assets of Additional Guarantor) shall be automatically and unconditionally released and relieved of any obligations under its guarantee.

Additional Guarantees. ‌If (ai) Notwithstanding anything the Company or any of its Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the contrary Board of Directors) in this Section 4.08excess of $1,000,000 to any Restricted Subsidiary that is not a Subsidiary Guarantor or a Foreign Subsidiary, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary other than a Foreign Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1,000,000, or (iii) any Restricted Subsidiary other than a Foreign Subsidiary shall incur Indebtedness in excess of $1,000,000, then the Company shall, at the time of such transfer, acquisition or incurrence, (i) no cause such transferee, acquired Restricted Subsidiary shall or Restricted Subsidiary incurring Indebtedness (if not then a Subsidiary Guarantor) to execute a Guarantee any Indebtedness outstanding of the Obligations of the Company under the Revolving Credit Facility, any Credit Facility or any Public Debt, Notes in each case, of the Issuer or a Guarantor unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred form set forth in Exhibit E hereto and (ii) no U.S. Guarantor shall (A) acquire deliver to --------- the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date valid, binding and enforceable obligation of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” andtransferee, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such acquired Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiaryincurring Indebtedness, as applicable, shall not be obligated subject to become such a Guarantor to the extent and customary exceptions for so long as the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistancebankruptcy, fraudulent preferenceconveyance and equitable principles. Notwithstanding the foregoing, thin capitalization rules, capital maintenance rules, guidance and coordination rules the Company or the laws, rules or regulations any of its Restricted Subsidiaries may make an Investment (or analogous restrictionwhich does not constitute a Permitted Investment) of in any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of Company without compliance with this Section 4.20 provided that such partnership); orInvestment is otherwise permitted by Section 4.10.

Additional Guarantees. ‌ (a) Notwithstanding anything to the contrary in this Section 4.08The Company will not permit any of its Wholly-Owned Domestic Subsidiaries that is a Restricted Subsidiary, (i) no or any non-Wholly-Owned Domestic Subsidiary that is a Restricted Subsidiary shall Guarantee if such non-Wholly-Owned Domestic Subsidiary guarantees any other Capital Markets Indebtedness outstanding of the Company or any Guarantor or becomes an obligor under the Revolving Credit Facility, any Credit Facility permitted under clause (1) of Section 4.09(b) (in each case, other than a Guarantor) to (x) guarantee the payment of any other Capital Markets Indebtedness of the Company or any Public Debtother Guarantor or Indebtedness under any Credit Facility permitted under clause (1) of Section 4.09(b) or (y) become an obligor under any Credit Facility permitted under clause (1) of Section 4.09(b), in each case, unless such Subsidiary within 45 days executes and delivers a supplemental indenture to this Indenture substantially in the form of supplemental indenture appearing as Exhibit D to this Indenture providing for a Guarantee by such Subsidiary, except that with respect to clause (x) above only: (1) if such Indebtedness is by its express terms subordinated in right of payment to the Issuer Notes or a Guarantor unless such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary is or becomes a Guarantor on the date on which the with respect to such Indebtedness shall be subordinated in right of payment to such Guarantee is incurred and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior substantially to the completion of same extent as such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers Indebtedness is subordinated to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee Notes; and (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or Material New U.S. Subsidiarytake the benefit or advantage of, any right of reimbursement, indemnity or subrogation or any other right against the Company or any other Restricted Subsidiary as applicable, a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 shall not be obligated applicable to become any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The 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 not be required to comply with the extent and for so long as the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: 45 day period described in clause (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) above and such Guarantee may be released at any risk or liability for the officers, directors or (except time in the case Company’s sole discretion, unless such Subsidiary is otherwise required by the applicable terms of this Indenture to provide a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, Guarantee. Each Guarantee will also be released in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); oraccordance with Section 10.06.

Additional Guarantees. ‌ (a) Notwithstanding anything to If, after the contrary in this Section 4.08Issue Date, (i) no the Issuer or any Restricted Subsidiary shall Guarantee acquires or creates a Domestic Subsidiary that guarantees any Indebtedness outstanding or other Obligation under the Revolving Credit Facility, any Credit Facility Agreement (other than a Subsidiary that has been designated an Unrestricted Subsidiary), (ii) any Unrestricted Subsidiary that is a Domestic Subsidiary that guarantees any Indebtedness or other Obligation under any Public DebtCredit Agreement is redesignated a Restricted Subsidiary, or (iii) if the proviso in the definition of “Domestic Subsidiary” shall cease to apply with respect to Inverness Medical Investments, LLC, BBI Research, Inc. or Seravac USA Inc. such that any such Subsidiary shall become a Domestic Subsidiary (and provided that such Domestic Subsidiary is a Restricted Subsidiary and guarantees any Indebtedness or other Obligations under any Credit Agreement), then, in each such case, of the Issuer or a Guarantor unless shall cause such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred to execute and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers deliver to the Trustee a supplemental indenture in the form of Exhibit B attached to this Indenture, pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiaryshall unconditionally and irrevocably guarantee all of the Issuer’s obligations under the Notes and this Indenture. Thereafter, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (orb) Notwithstanding Section 4.13(a), a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under its Guarantee and this Indenture under the circumstances set forth in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); orSection 10.03.

Additional Guarantees. ‌ If (ai) Notwithstanding anything if the Company or any of its Restricted Subsidiaries shall, after the date of this Indenture, transfer or cause to be transferred, including by way of any Investment, in one or a series of transactions (whether or not related), any assets, businesses, divisions, real property or equipment having an aggregate fair market value (as determined in good faith by the contrary Board of Directors) in this Section 4.08excess of $1.0 million to any Restricted Subsidiary that is not a Guarantor, (ii) the Company or any of its Restricted Subsidiaries shall acquire another Restricted Subsidiary having total assets with a fair market value (as determined in good faith by the Board of Directors) in excess of $1.0 million, or (iii) any Restricted Subsidiary shall incur Acquired Debt, then the Company shall, at the time of such transfer, acquisition or incurrence, (i) no cause such transferee, acquired Restricted Subsidiary shall or Restricted Subsidiary incurring Acquired Debt (if not then a Guarantor) to execute a Guarantee any Indebtedness outstanding under the Revolving Credit Facility, any Credit Facility or any Public Debt, in each case, of the Issuer or a Guarantor unless such Restricted Subsidiary is or becomes a Guarantor on Obligations of the date on which Company hereunder in the Guarantee is incurred form set forth herein and (ii) deliver to the Trustee an Opinion of Counsel, in form reasonably satisfactory to the Trustee, that such Guarantee is a valid, binding and enforceable obligation of such transferee, acquired Restricted Subsidiary or Restricted Subsidiary incurring Acquired Debt, subject to customary exceptions for bankruptcy and equitable principles. Notwithstanding the foregoing, the Company or any of its Restricted Subsidiaries may make a Restricted Investment in any Wholly Owned Restricted Subsidiary of the Company without compliance with this Section 4.17 provided that such Restricted Investment is permitted by Section 4.07 hereof. No Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person (other than the Company) whether or not affiliated with such Guarantor unless: (i) subject to the provisions of the following paragraph, the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) assumes all the obligations of such Guarantor pursuant to a supplemental indenture in form and substance reasonably satisfactory to the Trustee, under its Guarantee, the Notes and this Indenture; (ii) immediately after giving effect to such transaction, no U.S. Guarantor shall Default or Event of Default exists; and (Aiii) acquire a Wholly-Owned Subsidiary with assets such Guarantor, or any Person formed by or surviving any such consolidation or merger, (a) would have Consolidated Net Worth (immediately after giving effect to such transaction), equal to or greater than $100 million as the Consolidated Net Worth of such Guarantor immediately preceding the transaction and (b) would be permitted by virtue of the date Company's pro forma Fixed Charge Coverage Ratio to incur, immediately after giving effect to such transaction, at least $1.00 of such Subsidiary’s most recent annual financial statements immediately prior additional Indebtedness pursuant to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, Fixed Charge Coverage Ratio test set forth in the case first paragraph of each Section 4.09 hereof. In the event of clause (i) and clause (ii)a sale or other disposition of all of the assets of any Guarantor, as applicableby way of merger, consolidation or otherwise, or a sale or other disposition of all of the capital stock of any Guarantor, then such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee Guarantor (in the case event of clause (i)) will be senior to a sale or pari passu with such Restricted Subsidiary’s guarantee other disposition, by way of such a merger, consolidation or otherwise, of all of the capital stock of such Guarantor) or the Person acquiring the property (in the event of a sale or other Indebtednessdisposition of all of the assets of such Guarantor) shall be released and relieved of any obligations under its Guarantee; provided, however, provided that (x) the Net Proceeds of such Restricted Subsidiary sale or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such other disposition are applied in accordance with the applicable provisions hereof. In the event the Board of Directors designates a Guarantor to the extent be an Unrestricted Subsidiary, such Guarantor will be released and for so long as the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) relieved of any obligation under its Guarantee, provided that such designation is conducted in accordance with the applicable jurisdiction; (2) any risk or liability for the officersprovisions hereof including, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (orbut not limited to, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); orSection 4.07.

Additional Guarantees. ‌ (a) Notwithstanding anything to the contrary in this Section 4.08, (i) no The Issuer will cause each Restricted Subsidiary shall Guarantee that is a Domestic Subsidiary, unless such Subsidiary is a Receivables Subsidiary or a Restricted Subsidiary that cannot guarantee the Notes as a result of any statute or any order, rule or regulation of any court or governmental or regulatory agency, body or authority having jurisdiction over such Restricted Subsidiary or any of its properties (provided that if the Issuer or any of its Restricted Subsidiaries requests that any such court or governmental or regulatory agency, body or authority permit such Restricted Subsidiary to guarantee any Indebtedness outstanding under the Revolving Credit Facility, any Credit Facility or any Public Debt, in each case, of the Issuer or any of its Restricted Subsidiaries, such request shall include a Guarantor unless such Restricted Subsidiary is or becomes a Guarantor on request for permission to guarantee the date on which the Guarantee is incurred and Notes), that (ii1) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as guarantees any Indebtedness of the date Issuer or any of such Subsidiary’s most recent annual financial statements immediately prior its Restricted Subsidiaries; or (2) incurs any Indebtedness or issues any shares of Disqualified Stock permitted to be incurred or issued pursuant to clause (1) Section 4.09(b) hereof to execute and deliver to the completion Trustee, the form of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” andis attached as Exhibit F hereto, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it such Subsidiary will provide guarantee payment of the Notes or a Guarantee, which . Each Guarantee (in the case of clause (i)) will be senior limited to or pari passu with an amount not to exceed the maximum amount that can be guaranteed by that Restricted Subsidiary without rendering the Guarantee, as it relates to such Restricted Subsidiary’s guarantee , voidable under applicable law relating to fraudulent conveyance or fraudulent transfer or similar laws affecting the rights of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, creditors generally. Each Guarantee shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence released in accordance with Section 4.17 hereof. The form of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); orattached as Exhibit E hereto.

Additional Guarantees. ‌ (a) Notwithstanding anything to the contrary in this Section 4.08, (i) no No Restricted Subsidiary shall Guarantee any the Indebtedness outstanding under the Revolving Credit ABL Facility, any other Credit Facility or any Public Debt, in each case, case of the either Issuer or a Guarantor Guarantor, unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” other Indebtedness is Incurred and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as if applicable, executes and delivers to the Trustee a supplemental indenture substantially in the form of Exhibit D hereto pursuant to which it such Restricted Subsidiary will provide a Notes Guarantee, which Notes Guarantee (in the case of clause (i)) will be senior to or pari passu with in right of payment with, as applicable, such Restricted Subsidiary’s guarantee Guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); or (3) any cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out of pocket expenses. (b) At the option of the Company, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors (including those that relate to fraudulent conveyance or transfer, voidable preference, financial assistance, corporate purpose, capital maintenance or similar laws, regulations or defenses affecting the rights of creditors generally) or other considerations under applicable law. (c) Section 4.13(a) will not be applicable to any guarantees of any Restricted Subsidiary: (i) existing on the Issue Date, guaranteeing Indebtedness under Credit Facilities permitted to be incurred pursuant to Section 4.06(b)(1)(a) or Section 4.06(b)(14) or guaranteeing Indebtedness in an aggregate principal amount that is less than the greater of (x) $100.0 million and (y) 20.0% of LTM EBITDA; (ii) that existed at the time such Person became a Restricted Subsidiary if the guarantee was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary; or (iii) given to a bank or trust company having combined capital and surplus and undivided profits of not less than €500,000,000, whose debt has a rating, at the time such guarantee was given, of at least BBB+ or the equivalent thereof by S&P and at least Baa1 or the equivalent thereof by Moody’s, in connection with the operation of cash management programs established for the Company’s benefit or that of any Restricted Subsidiary. (d) Future Notes Guarantees granted pursuant to this provision shall be released as set forth under Section 11.05. The Trustee and the Security Agent shall each take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, reasonably requested by, and at the cost of, the Company to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications.

Additional Guarantees. ‌ (a) Notwithstanding anything to If at any time the contrary in this Section 4.08, (i) no Borrower or any Restricted Subsidiary shall Guarantee any Indebtedness outstanding under the Revolving Credit Facilityacquires or creates another Domestic Subsidiary (other than a Domestic Subsidiary that is a Subsidiary, any Credit Facility directly or any Public Debt, in each caseindirectly, of the Issuer a Foreign Subsidiary) that owns any assets that constitute or a Guarantor unless may constitute Collateral, such Restricted newly acquired or created Domestic Subsidiary is or becomes a Guarantor shall, on the date on which it is acquired or created, become a Guarantor by executing and delivering to the Guarantee Lenders a joinder agreement substantially in form of Exhibit E attached hereto and there shall be no need to re-execute, amend or restate this Agreement in connection therewith, and pursuant to which such Domestic Subsidiary will guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Loans on a senior secured basis. Upon delivery of any such joinder agreement to the Lenders, notice of which is incurred hereby waived by the Guarantors, each such Domestic Subsidiary shall be a Guarantor and shall be as fully a party hereto as if such Domestic Subsidiary were an original signatory hereto as a Guarantor. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder nor by any election of the Collateral Agent not to cause any Person to become an Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder. (b) The Borrower may elect to make any Foreign Subsidiary or any Affiliate a Guarantor, with the consent of any such party, by causing such Person to execute and deliver to the Lenders a joinder agreement substantially in form of Exhibit E attached hereto subject to the terms of this Agreement. (c) Each Guarantor shall become a party to the Loan Documents applicable to it. The Borrower (i) shall cause each Subsidiary Guarantor to become a party to the Loan Documents and (ii) no U.S. shall, or shall cause each Subsidiary Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to, file any financing statement necessary to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior grant to the completion Collateral Agent, for the benefit of itself and the Lenders, perfected first priority security interest (subject only to Collateral Permitted Liens) in any Collateral held by such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” andGuarantor, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as a security interest therein can be perfected by the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case filing of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); orfinancing statement.

Additional Guarantees. ‌ (a) Notwithstanding anything to the contrary in this Section 4.08, (i) no Restricted No more than 30 days after (A) the incorporation of a Subsidiary shall Guarantee any Indebtedness outstanding under the Revolving Credit Facility, any Credit Facility or any Public Debt, in each case, (other than an Immaterial Subsidiary) of the Issuer Borrower, (B) an Immaterial Subsidiary ceasing to qualify as an Immaterial Subsidiary or (C) the Borrower directly or indirectly acquiring a Subsidiary (other than an Immaterial Subsidiary) (each such Subsidiary, a “New Guarantor”), the Borrower shall provide to the Administrative Agent a Perfection Certificate with respect to such New Guarantor unless and such Restricted Subsidiary is or becomes a other information regarding such New Guarantor on and its business, finances and assets as the date on which the Guarantee is incurred and Administrative Agent may reasonably request. (ii) no U.S. The Borrower shall, or shall cause each New Guarantor shall to, as soon as reasonably practicable using its commercially reasonable efforts and in any event within 30 days after the formation, acquisition or qualification of such Subsidiary as a New Guarantor, deliver to the Administrative Agent the following: (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as Guarantee executed by such New Guarantor in favour of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or Administrative Agent; (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such a Guarantor to the extent required to perfect a pledge on the Shares of such New Guarantor, Security Documents (or amendments thereto) by the shareholder of such New Guarantor; (C) a certificate of status or good standing for such New Guarantor (where available) issued by the appropriate governmental body or agency of the jurisdiction in which such New Guarantor is incorporated; (D) certificates representing all of the issued and for so long outstanding Shares of the New Guarantor, duly endorsed in blank or accompanied by an executed stock transfer power of attorney; (E) to the extent not previously delivered to the Administrative Agent by an Obligor on behalf of the Subsidiary, insurance certificates issued by the applicable insurance brokers with respect to the insurance policies maintained by or on behalf of the New Guarantor and acknowledging the interests of the Finance Parties in such policies as referred to in Section 11.1(d); (F) a Closing Certificate of such New Guarantor; (G) opinions of counsel to such New Guarantor and its shareholder with respect to, inter alia, such New Guarantor, the enforceability of the afore-mentioned Credit Documents and as to such other matters as the Incurrence Administrative Agent may reasonably request, and otherwise in form and substance satisfactory to the Administrative Agent; and (H) a certificate of a senior officer of the Borrower certifying that no Default has occurred and is continuing or would occur or arise immediately after or as a result of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation New Guarantor becoming a Guarantor hereunder; whereupon such New Guarantor shall become a Guarantor for all purposes of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); orthis agreement.

Additional Guarantees. ‌ (a) Notwithstanding anything to If, after the contrary in this Section 4.08Issue Date, (ia) no the Issuer or any Restricted Subsidiary shall Guarantee acquires or creates a Domestic Subsidiary that guarantees any Indebtedness outstanding or other Obligation under the Revolving Credit Facility, any Credit Facility Agreement (other than a Subsidiary that has been designated an Unrestricted Subsidiary), (b) any Unrestricted Subsidiary that is a Domestic Subsidiary that guarantees any Indebtedness or other Obligation under any Public DebtCredit Agreement is redesignated a Restricted Subsidiary, or (c) if the proviso in the definition of “Domestic Subsidiary” shall cease to apply with respect to Inverness Medical Investments, LLC, BBI Research, Inc. or Seravac USA Inc. such that any such Subsidiary shall become a Domestic Subsidiary (and provided that such Domestic Subsidiary is a Restricted Subsidiary and guarantees any Indebtedness or other Obligations under any Credit Agreement), then, in each such case, of the Issuer or a Guarantor unless shall cause such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred to execute and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers deliver to the Trustee a supplemental indenture in the form of Exhibit B attached to this Indenture, pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiaryshall unconditionally and irrevocably guarantee all of the Issuer’s obligations under the Notes and this Indenture. Thereafter, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary shall be a Guarantor for all purposes of this Indenture. (orb) Notwithstanding Section 4.13(a), a Subsidiary Guarantor will be automatically and unconditionally released and discharged from its obligations under its Guarantee and this Indenture under the circumstances set forth in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); orSection 11.04.

Additional Guarantees. ‌ (a) Notwithstanding anything to If at any time the contrary in this Section 4.08, (i) no Borrower or any Restricted Subsidiary shall Guarantee any Indebtedness outstanding under the Revolving Credit Facilityacquires or creates another Domestic Subsidiary (other than a Domestic Subsidiary that is a Subsidiary, any Credit Facility directly or any Public Debt, in each caseindirectly, of the Issuer a Foreign Subsidiary) that owns any assets that constitute or a Guarantor unless may constitute Collateral, such Restricted newly acquired or created Domestic Subsidiary is or becomes a Guarantor shall, on the date on which it is acquired or created, become a Guarantor by executing and delivering to the Guarantee Lenders a joinder agreement substantially in form of Exhibit E attached hereto and there shall be no need to re-execute, amend or restate this Agreement in connection therewith, and pursuant to which such Domestic Subsidiary will guarantee, on a joint and several basis, the full and prompt payment of the principal of, premium, if any, and interest on the Loans on a senior secured basis. Upon delivery of any such joinder agreement to the Lenders, notice of which is incurred hereby waived by the Guarantors, each such Domestic Subsidiary shall be a Guarantor and shall be as fully a party hereto as if such Domestic Subsidiary were an original signatory hereto as a Guarantor. Each Guarantor expressly agrees that its obligations arising hereunder shall not be affected or diminished by the addition or release of any other Guarantor hereunder nor by any election of the Collateral Agent not to cause any Person to become an Guarantor hereunder. This Guaranty shall be fully effective as to any Guarantor that is or becomes a party hereto regardless of whether any other Person becomes or fails to become or ceases to be a Guarantor hereunder. (b) The Borrower may elect to make any Foreign Subsidiary or any Affiliate a Guarantor, with the consent of any such party, by causing such Person to execute and deliver to the Lenders a joinder agreement substantially in form of Exhibit E attached hereto subject to the terms of this Agreement. (c) Each Guarantor shall become a party to the Loan Documents applicable to it. The Borrower (i) shall cause each Subsidiary Guarantor to become a party to the Loan Documents and (ii) no U.S. shall, or shall cause each Subsidiary Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to, file any financing statement necessary to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior grant to the completion Collateral Agent, for the benefit of itself and the Lenders, perfected first priority security interest (subject only to Collateral Permitted Liens) in any Collateral held by such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” andGuarantor, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as a security interest therein can be perfected by the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1) any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case filing of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); orfinancing statement.

Additional Guarantees. ‌ Reorganized Teletrac will not permit any Subsidiary, directly or indirectly, to Guarantee any Indebtedness (aother than Permitted Indebtedness) Notwithstanding anything to the contrary in this Section 4.08of Reorganized Teletrac ("Guaranteed Indebtedness"), unless (i) no Restricted such Subsidiary shall Guarantee any Indebtedness outstanding under the Revolving Credit Facility, any Credit Facility or any Public Debt, in each case, of the Issuer or a Guarantor unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, simultaneously executes and delivers to the Trustee a supplemental indenture Agent an amendment to this Agreement pursuant to which it will provide Section ____ hereto providing for a Guarantee, which Guarantee ("Subsidiary Guarantee") of payment by such Subsidiary of all of Reorganized Teletrac's obligations under the Senior Secured Notes and this Agreement on the terms set forth in the case of clause this Agreement and (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (xii) such Restricted Subsidiary waives, and will not in any manner whatsoever claim or Material New U.S. Subsidiarytake the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against Reorganized Teletrac or any other Subsidiary as applicable, a result of any payment by such Subsidiary under its Subsidiary Guarantee; provided that this paragraph shall not be obligated applicable to become any Guarantee of any Subsidiary that existed at the time such Person became a Guarantor Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary. If the Guaranteed Indebtedness is (a) PARI PASSU with the Senior Secured Notes, then the Guarantee of such Guaranteed Indebtedness shall be pari passu with, or subordinated to, the Subsidiary Guarantee or (B) subordinated to the Senior Secured Notes, then the Guarantee of such Guaranteed Indebtedness shall be subordinated to the Subsidiary Guarantee at least to the extent and for so long as that the Incurrence of such Guarantee Guaranteed Indebtedness is contrary subordinated to the Agreed Security Principles or could give rise to or result in: (1) Senior Secured Notes. Notwithstanding the foregoing, any breach or violation of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except in the case of Subsidiary Guarantee by a Restricted Subsidiary may provide by its terms that it shall be automatically and unconditionally released and discharged upon (i) any sale, exchange or transfer, to any Person not an Affiliate of Reorganized Teletrac, of all of Reorganized Teletrac's and each Subsidiary's Capital Stock in, or all or substantially all the assets of, such Subsidiary (which sale, exchange or transfer is a partnershipnot prohibited under the terms of this Agreement) shareholders or (ii) the release or discharge of the Guarantee that resulted in the creation of such Restricted Subsidiary (orguarantee, in the case except a discharge or release by or as a result of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of payment under such partnership); orGuarantee.

Additional Guarantees. ‌ (a) Notwithstanding anything The Issuers will not permit any of its Domestic Subsidiaries that is a Wholly- Owned Subsidiary (and any Domestic Subsidiary that is a non-Wholly-Owned Subsidiary if such non- Wholly-Owned Subsidiary guarantees any Indebtedness referred to the contrary in this Section 4.08, clause (i) no Restricted or (ii) below of an Issuer or any Guarantor), other than the Co-Issuer, a Guarantor, a Receivables Subsidiary shall Guarantee any Indebtedness outstanding under or an Excluded Sub- sidiary, to guarantee the Revolving Credit Facility, payment of (i) any Credit Facility permitted under Section 4.09(b)(1) or (ii) capi- tal markets debt securities of an Issuer or any Public Debt, other Guarantor in each case, an aggregate principal amount in excess of the Issuer or a Guarantor unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred greater of (i) $30,000,000 and (ii) no U.S. Guarantor shall 0.10 multiplied by Pro Forma Consolidated EBITDA for the Ap- plicable Measurement Period, unless: (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide a Guarantee, which Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee of such other Indebtedness; provided, however, that (x1) such Restricted Subsidiary within 60 days executes and delivers a supplemental indenture substantially in the form of Exhibit D to this Indenture providing for a Guarantee by such Restricted Subsidiary and joinders to the Security Agreement, the Equal Priority Intercredi- tor Agreement, any Junior Priority Intercreditor Agreement or Material New U.S. any other Customary Intercreditor Agreement and applicable Security Documents or new intercreditor agreements and Security Documents, together with any actions, filings and agreements to the extent required by (and within the time periods as set forth in) the Security Documents to create or perfect the security interests for the benefit of the Holders in the Collateral of such Subsidiary, except that with re- spect to a guarantee of Indebtedness of an Issuer or any Guarantor, if such Indebtedness is by its express terms subordinated in right of payment to the Notes or such Guarantor’s Guarantee, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be subordi- nated in right of payment to such Guarantee substantially to the same extent as applicablesuch Indebtedness is subordinated to the Notes; and (2) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage of, any rights of reimbursement, indemnity or subrogation or any other rights against an Issuer or any other Restricted Subsidiary as a result of any payment by such Restricted Subsidiary under its Guarantee; provided that this Section 4.15 shall not be obligated applicable to become any guarantee of any Restricted Subsidiary that existed at the time such Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a Restricted Subsidiary. The Issuers may elect, in its sole discretion, to cause any Domestic Subsidiary that is not otherwise required to be a Guarantor to become a Guarantor, in which case such Subsidiary shall not be required to comply with the extent and for so long as the Incurrence of such Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: 60 day period de- scribed in clause (1) any breach or violation above but shall comply with all such requirements at the time of statutory limitations, corporate benefit, financial assistance, fraudulent preference, thin capitalization rules, capital maintenance rules, guidance and coordination rules or the laws, rules or regulations its designation as a Guarantor. (or analogous restrictionb) of any applicable jurisdiction; (2) any risk or liability for the officers, directors or (except Each Guarantee shall be released in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); oraccordance with Section 10.07.

Additional Guarantees. ‌ (a) Notwithstanding anything to the contrary in this Section 4.08, (i) no KP Parent will not cause or permit any Restricted Subsidiary shall that is not a Guarantor or the Issuer to Guarantee any the Indebtedness outstanding under the Revolving Senior Secured Credit FacilityFacilities, any Credit Facility or any other Public Debt, in each caserespectively, of the Issuer or a Guarantor Guarantor, in each case unless such Restricted Subsidiary is or becomes a Guarantor on the date on which the Guarantee is incurred Incurred and (ii) no U.S. Guarantor shall (A) acquire a Wholly-Owned Subsidiary with assets equal to or greater than $100 million as of the date of such Subsidiary’s most recent annual financial statements immediately prior to the completion of such acquisition (an “Acquired Material New U.S. Subsidiary”) unless such Acquired Material New U.S. Subsidiary becomes a Guarantor within 60 days following the date of completion of such acquisition or (B) establish a direct or indirect Wholly-Owned Subsidiary into which are transferred (or which otherwise accumulates or acquires) assets equal to or greater than $100 million (an “Established Material New U.S. Subsidiary” and, together with Acquired Material New U.S. Subsidiaries, “Material New U.S. Subsidiaries”) unless such Established Material New U.S. Subsidiary becomes a Guarantor within 60 days following the publication of annual financial statements evidencing such assets and, in the case of each of clause (i) and clause (ii), as applicable, such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, executes and delivers to the Trustee a supplemental indenture pursuant to which it will provide providing for a GuaranteeNotes Guarantee of such Restricted Subsidiary, which Notes Guarantee (in the case of clause (i)) will be senior to or pari passu with such Restricted Subsidiary’s guarantee Guarantee of such other Indebtedness; provided, however, that (x) such Restricted Subsidiary or Material New U.S. Subsidiary, as applicable, shall not be obligated to become such a Guarantor to the extent and for so long as the Incurrence of such Notes Guarantee is contrary to the Agreed Security Principles or could give rise to or result in: (1i) any breach or violation of general statutory limitations, financial assistance, capital maintenance, corporate benefit, financial assistance, fraudulent preference, preference or thin capitalization rules, capital maintenance rules, guidance and coordination rules retention of title claims or the laws, rules or regulations (or analogous restriction) of any applicable jurisdiction; (2ii) any risk or liability for the officers, directors or (except in the case of a Restricted Subsidiary that is a partnership) shareholders of such Restricted Subsidiary (or, in the case of a Restricted Subsidiary that is a partnership, directors or shareholders of the partners of such partnership); oror (iii) any significant cost, expense, liability or obligation (including with respect to any Taxes) other than reasonable out-of-pocket expenses. (b) At the option of KP Parent, any Notes Guarantee may contain limitations on Guarantor liability to the extent reasonably necessary to recognize certain defenses generally available to guarantors or other considerations under applicable law or regulation. (c) Notes Guarantees granted pursuant to this Section 4.08 shall be released as set forth under Section 10.06. A Notes Guarantee of a future Guarantor may also be released at the option of KP Parent if at the date of such release there is no Indebtedness of such Guarantor outstanding which was Incurred after the Issue Date and which could not have been Incurred in compliance with this Indenture as at the date of such release if such Guarantor were not designated as a Guarantor as at that date. The Trustee shall take all necessary actions, including the granting of releases or waivers under the Intercreditor Agreement or any Additional Intercreditor Agreement, to effectuate any release of a Notes Guarantee in accordance with these provisions, subject to customary protections and indemnifications.